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Filing Details

Accession Number:: 0001209191-15-066350
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-08-17 17:45:16
Reporting Period:: 2015-08-13

Filing Date:: 2015-08-17
Accepted Time:: 2015-08-17 17:45:16
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1620533	Shake Shack Inc.	SHAK	Retail-Eating & Drinking Places (5810)	471941186

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1175523	Leonard Green Partners Lp	11111 Santa Monica Blvd Ste 2000 Los Angeles CA 90025	Yes	No	Yes	No
1175525	Lgp Management Inc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1531051	Green Equity Investors Vi, L.p.	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1531059	Green Equity Investors Side Vi, L.p.	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1568925	Lgp Malted Coinvest Llc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1632071	Gei Capital Vi, Llc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1632074	Green Vi Holdings, Llc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1632725	Peridot Coinvest Manager Llc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No

Transaction Summary

Sold:	1,239,663 shares	Avg. Price: $57.75	Total Value: $71,590,538.25

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	2015-08-13	724,289	$0.00	861,300	No	4	C	Direct
Class A Common Stock	Acquisiton	2015-08-13	54,214	$0.00	54,214	No	4	C	Direct
Class A Common Stock	Disposition	2015-08-13	742,762	$57.75	118,538	No	4	S	Direct
Class A Common Stock	Disposition	2015-08-13	54,214	$57.75	0	No	4	S	Direct
Class A Common Stock	Disposition	2015-08-13	442,687	$57.75	2,840,627	No	4	S	Direct
Class A Common Stock	Disposition	2015-08-14	20,000	$0.00	0	No	4	G	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	C	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	G	Indirect	See footnote

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	Disposition	2015-08-13	724,289	$0.00	724,289	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2015-08-13	54,214	$0.00	54,214	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,647,613			No	4	C	Direct
347,881			No	4	C	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Employee Stock Option (right to buy)	$21.00	2016-01-29	2025-01-29	8,251	8,251	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2025-01-29	8,251	8,251	Indirect

Footnotes

Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of the Issuer issued to, and substantially simultaneously sold by, Green Equity Investors VI, L.P. ("GEI VI") in connection with the closing of an underwritten secondary offering (the "Offering"). The shares were issued in exchange for an equivalent number of shares of Class B common stock, par value $0.001 per share ("B-Common") of the Issuer and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC, pursuant to the exchange right described in note 11 to this Form 4.
GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("GEI Side VI"). Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Malted Coinvest LLC ("Malted") and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
Each of GEI VI, GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings, 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 some or all of the A-Common owned by GEI VI, GEI Side VI, or Malted or the B-Common and LLC Interests owned by GEI VI and Malted (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder.
Each of GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest in GEI VI and GEI Side VI, and, with respect to GEI VI, GEI Side VI, and Malted, except to the extent of GEI VI's, GEI Side VI's, and Malted's direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
Represents shares of A-Common sold by Malted in connection with the Offering. The shares reported on this row were issued to, and substantially simultaneously sold by, Malted in exchange for an equivalent number of shares of B-Common and LLC Interests pursuant to the exchange right described in note 11 to this Form 4.
Represents shares sold by GEI VI in the Offering.
Represents shares owned by GEI VI following the Offering. These shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.
Represents shares sold by GEI Side VI in connection with the Offering.
Represents shares owned by GEI Side VI following the Offering. These shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.
Represents shares gifted by Jonathan D. Sokoloff to a trust, the beneficiaries of which are members of Mr. Sokoloff's family.
Shares of 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); provided, that Equity Interests other than those exchanged or sold as disclosed herein are subject to a lock-up agreement and cannot be sold or transferred without underwriter consent until 90 days after the date of the prospectus relating to the Offering.
Represents shares paired with LLC Interests on a one-to-one basis by GEI VI and exchanged for shares of A-Common in connection with the Offering.
Not applicable.
Represents shares owned by GEI VI following the Offering. These shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.
Represents shares paired with LLC Interests on a one-to-one basis by Malted and exchanged for shares of A-Common in connection with the Offering.
Represents shares owned by Malted following the Offering. These shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.
These 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 LGP. LGP 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 such options.