13D Filing: Select Equity Group and Shake Shack Inc. (SHAK)

Page 11 of 14

Page 11 of 14 – SEC Filing

CUSIP No. 819047 101
Schedule 13D
Page 11 of 14 Pages



Reporting
Persons
Number of Shares With Sole Voting and Dispositive Power
Number* of Shares With Shared Voting
and Dispositive Power
Aggregate
Number* of
Shares
Beneficially Owned

Percentage
of Class
Beneficially Owned
Select Equity
0
1,038,131
1,038,131
2.8%
SEG
0
101,901
101,901
0.3%
SEG Holdings
0
101,901
101,901
0.3%
SEG II
0
369,868
369,868
1.0%
SEG II Holdings
0
369,868
369,868
1.0%
SEG Offshore
0
566,362
566,362
1.5%
George S. Loening
0
1,038,131
1,038,131
2.8%
Evan C. Guillemin**
8,251
0
8,251
0.02%
Other directors and officers of SEG Offshore
0
566,362
566,362
1.5%
*All share numbers presented in this table assume full conversion of B-Common and LLC Interests to A-Common.
**Excludes 2,003 shares of A-Common Stock that Mr. Guillemin will have the right to acquire within 60 days of April 17, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 29, 2017.
Due to their relationships with the SEG Direct Holders, each of Select Equity, SEG Holdings, SEG II Holdings and Mr. Loening may be deemed to have shared voting and investment power with respect to the Equity Interests beneficially owned by the SEG Direct Holders.  As such, Select Equity, SEG Holdings, SEG II Holdings and Mr. Loening may be deemed to have shared beneficial ownership over such Equity Interests.  SEG and SEG Holdings disclaim beneficial ownership of the Equity Interests held directly by SEG II and SEG Offshore; SEG II and SEG II Holdings disclaim beneficial ownership of the Equity Interests held directly by SEG and SEG Offshore; and SEG Offshore disclaims beneficial ownership of the Equity Interests held directly by SEG and SEG II.
Additionally, by virtue of the various agreements and arrangements among the SEG Funds described in this Schedule 13D and the Non-SEG Voting Members, the Non-SEG Voting Members may be deemed to be members of a “group” with the Reporting Persons.  None of the Non-SEG Voting Members are Reporting Persons on this Schedule 13D, and any obligations that any of them may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings.  To the extent that any Non-SEG Voting Member beneficially owns Equity Interests, the Reporting Persons may be deemed to beneficially own any such Equity Interests but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof.

Follow Shake Shack Inc. (NYSE:SHAK)

Page 11 of 14