Filing Details

Accession Number:
0001179110-15-002079
Form Type:
4
Zero Holdings:
No
Publication Time:
2015-02-06 19:14:13
Reporting Period:
2015-01-29
Filing Date:
2015-02-06
Accepted Time:
2015-02-06 19:14:13
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
1463932 Harris Daniel Meyer C/O Shake Shack Inc.,
24 Union Square East, 5Th Floor
New York NY 10003
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2015-01-29 100 $47.00 100 No 4 P Indirect By Trust
Class A Common Stock Acquisiton 2015-02-04 30,000 $21.00 30,000 No 4 P Direct
Class B Common Stock Acquisiton 2015-02-04 1,869,064 $0.00 1,869,064 No 4 J Direct
Class B Common Stock Acquisiton 2015-02-04 590,921 $0.00 590,921 No 4 J Indirect By Trust
Class B Common Stock Acquisiton 2015-02-04 95,238 $0.00 95,238 No 4 J Indirect By LLC
Class B Common Stock Acquisiton 2015-02-04 1,727,804 $0.00 1,727,804 No 4 J Indirect By Corp.
Class B Common Stock Acquisiton 2015-02-04 3,069,881 $0.00 3,069,881 No 4 J Indirect By Corp.
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect By Trust
No 4 P Direct
No 4 J Direct
No 4 J Indirect By Trust
No 4 J Indirect By LLC
No 4 J Indirect By Corp.
No 4 J Indirect By Corp.
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock STOCK OPTION (RIGHT TO BUY) Acquisiton 2015-01-29 8,251 $0.00 8,251 $21.00
Class A Common Stock COMMON MEMBERSHIP INTERESTS Acquisiton 2015-02-04 1,869,064 $0.00 1,869,064 $0.00
Class A Common Stock COMMON MEMBERSHIP INTERESTS Acquisiton 2015-02-04 590,921 $0.00 590,921 $0.00
Class A Common Stock COMMON MEMBERSHIP INTERESTS Acquisiton 2015-02-04 95,238 $0.00 95,238 $0.00
Class A Common Stock COMMON MEMBERSHIP INTERESTS Acquisiton 2015-02-04 1,727,804 $0.00 1,727,804 $0.00
Class A Common Stock COMMON MEMBERSHIP INTERESTS Acquisiton 2015-02-04 3,069,881 $0.00 3,069,881 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
8,251 2025-01-29 No 4 A Direct
1,869,064 No 4 J Direct
590,921 No 4 J Indirect
95,238 No 4 J Indirect
1,727,804 No 4 J Indirect
3,069,881 No 4 J Indirect
Footnotes
  1. Represents shares of Class A common stock, par value $0.001 per share (the "Class A Common Stock"), held by the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12 (the "Trust"), of which the Reporting Person's spouse is a trustee and beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  2. Represents shares of Class A Common Stock purchased under Shake Shack Inc.'s (the "Issuer") Directed Share Program using personal funds.
  3. Acquired pursuant to a subscription agreement entered into with the Issuer in connection with the closing of the Issuer's initial public offering on February 4, 2015 (the "IPO"). One share of the Issuer's Class B common stock, par value $0.001 per share (the "Class B Common Stock"), was issued for each common membership interest in SSE Holdings, LLC (each an "LLC Interest") received pursuant to a reclassification of SSE Holdings, LLC that occurred in connection with the closing of the IPO. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer filed in connection with the IPO, the shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the permitted holders of LLC Interests.
  4. Represents shares of Class B Common Stock held by the Trust, of which the Reporting Person's spouse is a trustee and beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  5. Represents shares of Class B Common Stock held by Union Square Hospitality Group, LLC ("USHG"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  6. Represents shares of Class B Common Stock held by Union Square Cafe Corp ("Union Cafe"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  7. Represents shares of Class B Common Stock held by Gramercy Tavern Corp. ("Gramercy"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  8. The option vests in full on the first anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer.
  9. Represents LLC Interests which are redeemable for an equal number of shares of the Issuer's Class A Common Stock or, at the election of the Issuer, cash equal to the volume-weighted average market price of such shares. The LLC Interests have no expiration date.
  10. Issued pursuant to a reclassification of SSE Holdings, LLC that occurred in connection with the closing of the IPO, which reclassification is exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended. The units in SSE Holdings, LLC held by the Reporting Person prior to the reclassification were cancelled as part of the reclassification. The reclassification is further described in the Third Amended and Restated Limited Liability Company Agreement of SSE Holdings, LLC, which was filed with the Securities and Exchange Commission on January 20, 2015 as Exhibit 10.3 to Amendment No. 1 of the Issuer's Registration Statement on Form S-1.
  11. Represents LLC Interests held by the Trust. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.
  12. Represents LLC Interests held by USHG. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.
  13. Represents LLC Interests held by Union Cafe. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.
  14. Represents LLC Interests held by Gramercy. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.