Filing Details
- Accession Number:
- 0001620533-17-000133
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2017-08-29 18:47:48
- Reporting Period:
- 2017-08-25
- Accepted Time:
- 2017-08-29 17:47:48
- 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 |
|---|---|---|---|---|---|---|---|
| 1632017 | J Randall Garutti | C/O Shake Shack Inc. 24 Union Square East, 5Th Floor New York NY 10003 | Chief Executive Officer | Yes | Yes | Yes | No |
| 1633809 | 12/30/2014 Dated Trust Gst Garutti J. Randall | C/O Shake Shack Inc., 24 Union Square East, 5Th Floor New York NY 10003 | No | No | Yes | No | |
| 1633954 | Jr J Ronald Garutti | C/O Shake Shack Inc., 24 Union Square East, 5Th Floor New York NY 10003 | No | No | Yes | No | |
| 1633960 | L Maria Garutti | C/O Shake Shack Inc. 24 Union Square East, 5Th Floor New York NY 10003 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2017-08-25 | 8,000 | $0.00 | 18,961 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2017-08-25 | 8,000 | $31.12 | 10,961 | No | 4 | S | Direct | |
| Class B Common Stock | Disposition | 2017-08-25 | 8,000 | $0.00 | 661,051 | No | 4 | J | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | J | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Common Membership Interests | Disposition | 2017-08-25 | 8,000 | $0.00 | 8,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 661,051 | No | 4 | C | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class B Common Stock | 55,972 | Indirect | BY TRUST |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Common Membership Interests | $0.00 | 55,972 | 55,972 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 55,972 | 55,972 | Indirect |
Footnotes
- Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon a redemption of an equal number of common membership interests in SSE Holdings, LLC (the "LLC Interests").
- Represents shares of Class A Stock that were disposed of by Mr. Garutti pursuant to a 10b5-1 trading plan entered into on August 23, 2016 and modified on March 6, 2017.
- The transaction was executed in multiple trades at prices ranging from $30.8800 to $31.4900. The price reported above reflects the weighted average sales price.
- Each Reporting Person hereby undertakes to provide upon request to the SEC Staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
- Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock ("Class B Stock") are cancelled for no consideration on a one-to-one basis upon redemption of the LLC Interests for shares of Class A Stock of the Issuer.
- Represents shares of Class B Stock of the Issuer held by The Randall J. Garutti 2014 GS Trust (the "Trust"). Ronald Garutti, Jr., the brother of Randall Garutti, and Maria Garutti, the wife of Randall Garutti, are trustees of the Trust. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.
- The LLC Interests are redeemable for an equal number of shares of the Issuer's Class A Common 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.
- Represents LLC Interests held by the Trust. Each Reporting Person disclaims beneficial ownership of such interests except to the extent of such Reporting Person's pecuniary interest therein.
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