Page 10 of 15 SEC Filing CUSIP No. 819047 101 Schedule 13D Page 10 of 15 Pages
This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) is being filed with respect to the Class A Common Stock, $0.001 par value (the “A-Common”), of Shake Shack, Inc., a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed on February 17, 2015, as previously amended by Amendment No. 1 to Schedule 13D filed on August 20, 2015, Amendment No. 2 to Schedule 13D filed on November 13, 2015 and Amendment No. 3 to Schedule 13D filed on November 16, 2015 (as amended by this Amendment No. 4, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is amended to reflect the following: The SEG Stockholders may sell A-Common Shares in market transactions during the Issuer’s current trading window, which opened on March 9, 2016 will close on March 30, 2016, unless shortened or extended by the Issuer. All such sales will be “Exempt Sales” under the Trading Agreement and therefore cannot exceed an aggregate of 50,000 shares for all SEG Stockholders on any trading day. Such sales will be subject to market conditions and the discretion of Select Equity (including as to sales price), and there can be no assurance as to the number of shares that may be sold by the SEG Stockholders during any trading day during the trading window. Except as disclosed in the Schedule 13D, none of the members of the SEG Group, including none of the Reporting Persons, has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to their investments in the Issuer as they deem appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans or proposals in the future depending on market conditions and/or other factors. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Items 5(a) and 5(b) of the Schedule 13D are amended to reflect the following: As of the date of this Amendment No. 4, (i) SEG is the record owner of 238,127 shares of B-Common and LLC Interests, (i) SEG II is the record owner of 867,658 shares of B-Common and LLC Interests, (iii) SEG Offshore is the record owner of 1,908,661 shares of A-Common, and (iv) Mr. Guillemin is the record owner of the Guillemin Options. Each member of the SEG Group beneficially owns the number of shares of A-Common, on an as-converted basis, as set forth below. The percentage of A-Common beneficially owned by each such member of the SEG Group is based on (i) 36,250,000 shares of A-Common outstanding, on an as-converted basis, as of October 30, 2015, as reported in the Issuer’s Form 10-Q for the quarter Follow Shake Shack Inc. (NYSE:SHAK)
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| CUSIP No. 819047 101 | Schedule 13D | Page 10 of 15 Pages |
This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) is being filed with respect to the Class A Common Stock, $0.001 par value (the “A-Common”), of Shake Shack, Inc., a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed on February 17, 2015, as previously amended by Amendment No. 1 to Schedule 13D filed on August 20, 2015, Amendment No. 2 to Schedule 13D filed on November 13, 2015 and Amendment No. 3 to Schedule 13D filed on November 16, 2015 (as amended by this Amendment No. 4, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
| ITEM 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is amended to reflect the following:
The SEG Stockholders may sell A-Common Shares in market transactions during the Issuer’s current trading window, which opened on March 9, 2016 will close on March 30, 2016, unless shortened or extended by the Issuer. All such sales will be “Exempt Sales” under the Trading Agreement and therefore cannot exceed an aggregate of 50,000 shares for all SEG Stockholders on any trading day. Such sales will be subject to market conditions and the discretion of Select Equity (including as to sales price), and there can be no assurance as to the number of shares that may be sold by the SEG Stockholders during any trading day during the trading window.
Except as disclosed in the Schedule 13D, none of the members of the SEG Group, including none of the Reporting Persons, has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to their investments in the Issuer as they deem appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans or proposals in the future depending on market conditions and/or other factors.
| ITEM 5. | INTEREST IN SECURITIES OF THE COMPANY. |
Items 5(a) and 5(b) of the Schedule 13D are amended to reflect the following:
As of the date of this Amendment No. 4, (i) SEG is the record owner of 238,127 shares of B-Common and LLC Interests, (i) SEG II is the record owner of 867,658 shares of B-Common and LLC Interests, (iii) SEG Offshore is the record owner of 1,908,661 shares of A-Common, and (iv) Mr. Guillemin is the record owner of the Guillemin Options. Each member of the SEG Group beneficially owns the number of shares of A-Common, on an as-converted basis, as set forth below. The percentage of A-Common beneficially owned by each such member of the SEG Group is based on (i) 36,250,000 shares of A-Common outstanding, on an as-converted basis, as of October 30, 2015, as reported in the Issuer’s Form 10-Q for the quarter
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