Filing Details
- Accession Number:
- 0001209191-19-029443
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2019-05-13 18:39:52
- Reporting Period:
- 2019-05-09
- Accepted Time:
- 2019-05-13 18:39:52
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1620533 | Shake Shack Inc. | SHAK | () | 4 |
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 | No | 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 | Disposition | 2019-05-09 | 53,720 | $60.06 | 1,322,597 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2019-05-10 | 136,182 | $60.30 | 1,186,415 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2019-05-13 | 40,060 | $60.05 | 1,146,355 | No | 4 | S | Indirect | See footnote |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Indirect | See footnote |
| No | 4 | S | Indirect | See footnote |
| No | 4 | S | Indirect | See footnote |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 1,032 | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Employee Stock Option (right to buy) | $34.62 | 2017-05-19 | 2026-05-19 | 2,003 | 10,254 | Direct |
| Class A Common Stock | Employee Stock Option (right to buy) | $21.00 | 2016-01-29 | 2025-01-29 | 8,251 | 10,254 | Direct |
| Class A Common Stock | Class B Common Stock | $0.00 | 0 | 595,110 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2026-05-19 | 2,003 | 10,254 | Direct |
| 2025-01-29 | 8,251 | 10,254 | Direct |
| 0 | 595,110 | Indirect |
Footnotes
- Represents shares of Class A common stock, par value $0.001 per share ("A-Common") sold by Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), and LGP Malted Coinvest LLC ("Malted"). Of the shares of A-Common sold, 32,187 were sold by GEI VI, 19,184 were sold by GEI Side VI, and 2,349 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."
- This transaction was executed in multiple trades at prices ranging from $60.02 to $60.23. The price reported reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
- Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 594,379 are owned by GEI VI, 684,828 are owned by GEI Side VI, and 43,390 are owned by 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, GEI Side VI, and Malted. Mr. Sokoloff disclaims beneficial ownership of the shares owned 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. Of the shares of A-Common sold, 81,595 were sold by GEI VI, 48,631 were sold by GEI Side VI, and 5,956 were sold by Malted.
- This transaction was executed in multiple trades at prices ranging from $60.06 to $60.67. The price reported reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
- Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 512,784 are owned by GEI VI, 636,197 are owned by GEI Side VI, and 37,434 are owned by Malted.
- Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 24,002 were sold by GEI VI, 14,306 were sold by GEI Side VI, and 1,752 were sold by Malted.
- This transaction was executed in multiple trades at prices ranging from $60.00 to $60.15. The price reported reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
- Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 488,782 are owned by GEI VI, 621,891 are owned by GEI Side VI, and 35,682 are owned by Malted.
- Represents shares of A-Common of the Issuer underlying restricted stock units awarded to the reporting person pursuant to the Issuer's 2015 Incentive Award Plan, as amended, and the Issuer's Non-Employee Director Compensation Policy on June 12, 2018 and June 12, 2017. The restricted stock units represent the right to receive shares of A-Common, subject to the reporting person's continued service with the Issuer. Of the 1,032 shares of A-Common reported, 642 are fully vested and 390 will vest on June 12, 2019.
- These options are fully vested.
- 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. These options are fully vested.
- Pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, shares of B-Common can be paired with LLC Interests on a one-to-one basis and tendered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election).
- Not applicable.
- Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 554,633 are owned by GEI VI and 40,477 are owned by 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 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.
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