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Filing Details

Accession Number:: 0001209191-15-066348
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-08-17 17:40:36
Reporting Period:: 2015-08-13

Filing Date:: 2015-08-17
Accepted Time:: 2015-08-17 17:40:36
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	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	Disposition	2015-08-14	20,000	$0.00	0	No	4	G	Direct
Class A Common Stock	Acquisiton	2015-08-13	778,503	$0.00	4,198,828	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2015-08-13	1,239,663	$57.75	2,959,165	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	G	Direct
No	4	C	Indirect	See footnote
No	4	S	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	778,503	$0.00	778,503	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,995,494			No	4	C	Indirect

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	Direct

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

Footnotes

Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of the Issuer gifted by Jonathan D. Sokoloff to a trust, the beneficiaries of which are members of Mr. Sokoloff's family.
Represents shares of A-Common issued to, and substantially simultaneously sold by, Green Equity Investors VI, L.P. ("GEI VI") and LGP Malted Coinvest LLC ("Malted") 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 8 to this Form 4. Of the newly-issued shares of A-Common reported in this row, 724,289 were issued to GEI VI and 54,214 were issued to Malted.
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, Green Equity Investors Side VI, L.P. ("GEI Side VI"), and 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 otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted in connection with the Offering. Of the shares of A-Common sold, 742,762 were sold by GEI VI, 442,687 were sold by GEI Side VI, and 54,214 were sold by Malted. GEI VI's, GEI Side VI's, and Malted'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."
Represents shares owned by GEI VI and GEI Side VI following the Offering. Of the 2,959,165 shares of A-Common reported, 118,538 are owned by GEI VI and 2,840,627 are owned by GEI Side VI. 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 Leonard Green & Partners, L.P.
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 Malted and exchanged for shares of A-Common in connection with the Offering. Of the shares of reported in this row, 724,289 were issued to GEI VI and 54,214 were issued to Malted, respectively.
Not applicable.
Represents shares of B-Common owned by GEI VI and Malted following the Offering. Of the shares of B-Common reported on this row, 4,647,613 are owned by GEI VI and 347,881 are owned by Malted. 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.
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. 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 otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.