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Filing Details

Accession Number:: 0001181431-15-002116
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-02-06 18:39:22
Reporting Period:: 2015-01-29

Filing Date:: 2015-02-06
Accepted Time:: 2015-02-06 18:39:22
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1620533	Shake Shack Inc.	SHAK	Retail-Eating & Drinking Places (5810)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1175522	D Jonathan Sokoloff	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2015-02-04	20,000	$21.00	20,000	No	4	P	Direct
Class A Common Stock	Acquisiton	2015-02-05	3,420,325	$0.00	3,420,325	No	4	J	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	J	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Acquisiton	2015-02-04	5,773,997	$0.00	5,773,997	$0.00
Class A Common Stock	Employee Stock Option (right to buy)	Acquisiton	2015-01-29	8,251	$0.00	8,251	$21.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
5,773,997			No	4	J	Indirect
8,251	2016-01-29	2025-01-29	No	4	A	Direct

Footnotes

Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of Shake Shack Inc. (the "Issuer"), purchased under the Issuer's Directed Share Program using funds advanced by a trust, the beneficiaries of which are members of Mr. Sokoloff's family. The trust is managed by a family member of Mr. Sokoloff, and the shares will be transferred to the trust's brokerage account as soon as reasonably practicable.
Green Equity Investors VI, L.P. ("GEI VI") and Green Equity Investors Side VI, L.P. ("GEI Side VI") received the shares of A-Common reported in this row immediately following the closing of the Issuer's initial public offering (the "IPO") in exchange for (i) the limited liability interests (the "LLC Interests") of SSE Holdings, LLC ("SSE Holdings") they held indirectly following the reorganization of the Issuer's capital structure (the "Reorganization") and (ii) the shares of B-Common indirectly issued to them in connection with the IPO.
Not applicable.
Mr. Sokoloff directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by GEI VI, GEI Side VI, and LGP Malted Coinvest LLC ("Malted"). Mr. Sokoloff disclaims beneficial ownership of the shares held by each of GEI VI, GEI Side VI, and Malted except to the extent of his pecuniary interest in GEI VI and GEI Side VI and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
GEI VI and GEI Side VI are the direct owners of 137,011and 3,283,314 of the A-Common shares reported on this row, respectively.
Shares of the Issuer's Class B common stock, par value $0.001 per share ("B-Common") can be paired with LLC Interests on a one-to-one basis and delivered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election) at any time after the expiration of the lock-up period described in the Issuer's second amended registration statement filed with the Securities and Exchange Commission on January 28, 2015.
Represents shares of B-Common issued to GEI VI and Malted in connection with the IPO on a one-to-one basis in correlation to the number of LLC Interests held by each after the Reorganization. GEI VI's and GEI Side VI's A-Common, together with GEI VI's and Malted's B-Common and LLC Interests, are collectively referred to herein as the "Equity Interests."
GEI VI and Malted are the direct owners of 5,371,902 and 402,095 of the B-Common shares reported on this row, respectively.
Mr. Sokoloff directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests owned by GEI VI, GEI Side VI, and Malted. Mr. Sokoloff disclaims beneficial ownership of the Equity Interests held by each of GEI VI, GEI Side VI, and Malted except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
All of the options will vest on January 29, 2016.
The options reported on this row were granted in respect of Mr. Sokoloff's service on the Issuer's board of directors and are held by Mr. Sokoloff for the benefit of Leonard Green & Partners, L.P.