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Filing Details

Accession Number:: 0001638599-16-000545
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-01-29 12:31:59
Reporting Period:: 2015-12-24

Filing Date:: 2016-01-29
Accepted Time:: 2016-01-29 12:31:59
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
1633839	A David Swinghamer	C/O Shake Shack Inc. 24 Union Square East, 5Th Floor New York NY 10003		No	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	Acquisiton	2015-12-24	68,573	$0.00	132,495	No	4	C	Direct
Class B Common Stock	Disposition	2015-12-24	1,727,804	$0.00	0	No	4	C	Indirect	By Corp
Class A Common Stock	Disposition	2016-01-20	30,000	$34.00	102,495	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	C	Indirect	By Corp
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Common Membership Interests	Disposition	2015-12-24	1,727,804	$0.00	1,727,804	$0.00

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

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class B Common Stock	607,167	Direct
Class B Common Stock	20,000	Indirect	By Trust
Class A Common Stock	198,513	Indirect	By Trust

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	Common Membership Interests	$0.00			607,167	607,167	Direct
Class A Common Stock	Common Membership Interests	$0.00			20,000	20,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	607,167	607,167	Direct
	20,000	20,000	Indirect

Footnotes

Pursuant to a Stockholders Agreement, dated as of February 4, 2015 (as amended, the "Stockholders Agreement"), by and among the Issuer, the reporting person, Union Square Cafe Corp. ("USC") and other signatories party thereto, certain parties to the Stockholders Agreement other than the reporting person (the "Electing Stockholders") have the right, in their sole and absolute discretions, to cause all of the stock of USC to be exchanged for shares of the Issuer's Class A Common Stock (the "Class A Stock") pursuant to a reorganization under Section 368(a) of the Internal Revenue Code (the "Reorganization"). The Electing Stockholders made such an election with respect to USC.
To effect the Reorganization, a subsidiary of the Issuer merged with and into USC, which then merged with and into the Issuer, resulting in (i) the conversion and exchange of common stock of USC for shares of Class A Stock; (ii) the cancellation of the shares of Class B Stock held by USC, and (iii) the transfer of the LLC Interests held by USC to the Issuer. The reporting person (by virtue of his 3.969% ownership of the issued and outstanding common stock of USC) received 68,573 shares of Class A Stock in exchange for shares of USC in the mergers; the other shareholders of USC received the other 1,659,231 shares of Class A Stock in exchange for shares of USC in the mergers. The reported transaction are exempt from the provisions of section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"), including, without limitation, pursuant to Rules 16b-6(b) and 16b-7 promulgated under the Act.
Represents shares of Class B Common Stock of the Issuer ("Class B Stock") held by USC. The reporting person owned 3.969% of the issued and outstanding common stock of USC. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The LLC Interests are redeemable for an equal number of shares of Class A Stock. The LLC Interests have no expiration date. However, USC did not exercise the redemption right prior to the effective time of the mergers.
Represents common membership interests in SSE Holdings, LLC (the "LLC Interests") held by USC. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The LLC Interests are redeemable for an equal number of shares of the Class A 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.
Held directly by the David A. Swinghamer GRAT, of which Susan Swinghamer, the reporting person's wife, is the trustee and beneficiary. Each of the reporting person and Susan Swinghamer disclaims beneficial ownership of the shares of Class A Stock, shares of Class B Stock and LLC Interests, as applicable, reported herein, except to the extent of his or her pecuniary interest therein.