4//SEC Filing
Green Equity Investors VI, L.P. 4
Accession 0001209191-18-029702
CIK 0001620533other
Filed
May 10, 8:00 PM ET
Accepted
May 11, 7:21 PM ET
Size
44.4 KB
Accession
0001209191-18-029702
Insider Transaction Report
Form 4
Shake Shack Inc.SHAK
Green Equity Investors VI, L.P.
Director10% Owner
Transactions
- Sale
Class A Common Stock
2018-05-09$59.41/sh−7,495$445,278→ 256,105 total - Sale
Class A Common Stock
2018-05-09$59.41/sh−547$32,497→ 18,693 total - Sale
Class A Common Stock
2018-05-09$59.41/sh−4,468$265,444→ 1,454,132 total - Sale
Class A Common Stock
2018-05-09$58.85/sh−112,337$6,611,032→ 263,600 total - Sale
Class A Common Stock
2018-05-09$58.85/sh−8,200$482,570→ 19,240 total - Sale
Class A Common Stock
2018-05-09$58.85/sh−66,953$3,940,184→ 1,458,600 total - Sale
Class A Common Stock
2018-05-10$58.24/sh−28,136$1,638,641→ 227,969 total - Sale
Class A Common Stock
2018-05-10$58.24/sh−2,054$119,625→ 16,639 total - Sale
Class A Common Stock
2018-05-10$58.24/sh−16,770$976,685→ 1,437,362 total - Sale
Class A Common Stock
2018-05-10$58.97/sh−151,612$8,940,560→ 76,357 total - Sale
Class A Common Stock
2018-05-10$58.97/sh−11,066$652,562→ 5,573 total - Sale
Class A Common Stock
2018-05-10$58.97/sh−90,362$5,328,647→ 1,347,000 total - Sale
Class A Common Stock
2018-05-11$58.59/sh−76,357$4,473,757→ 0 total - Sale
Class A Common Stock
2018-05-11$58.59/sh−5,573$326,522→ 0 total - Sale
Class A Common Stock
2018-05-11$58.59/sh−45,510$2,666,431→ 1,301,490 total
Holdings
- 2,183,698
Class B Common Stock
→ Class A Common Stock - 642(indirect: See footnote)
Class A Common Stock
- 159,389
Class B Common Stock
→ Class A Common Stock - 10,254(indirect: See footnote)
Employee Stock Option (right to buy)
Exercise: $34.62From: 2017-05-19Exp: 2026-05-19→ Class A Common Stock (2,003 underlying) - 10,254(indirect: See footnote)
Employee Stock Option (right to buy)
Exercise: $21.00From: 2016-01-29Exp: 2025-01-29→ Class A Common Stock (8,251 underlying)
Footnotes (24)
- [F1]Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of the Issuer sold by Green Equity Investors VI, L.P. ("GEI VI").
- [F10]Represents shares sold by GEI Side VI.
- [F11]Represents shares owned by GEI Side VI.
- [F12]Each of GEI VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
- [F13]This transaction was executed in multiple trades at prices ranging from $59.34 to $59.50. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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.
- [F14]This transaction was executed in multiple trades at prices ranging from $57.49 to $58.485. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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.
- [F15]This transaction was executed in multiple trades at prices ranging from $58.49 to $59.15. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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.
- [F16]This transaction was executed in multiple trades at prices ranging from $58.19 to $58.87. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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.
- [F17]Represents shares of A-Common of the Issuer underlying restricted stock units awarded to Mr. Jonathan D. Sokoloff, pursuant to the Issuer's 2015 Incentive Award Plan, as amended, and the Issuer's Non-Employee Director Compensation Policy on June 12, 2017. The restricted stock units represent the right to receive shares of A-Common and vest on June 12, 2018, subject to Mr. Sokoloff's continued service with the Issuer.
- [F18]Represents shares owned by Mr. Sokoloff.
- [F19]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).
- [F2]This transaction was executed in multiple trades at prices ranging from $58.34 to $59.335. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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.
- [F20]Not applicable.
- [F21]These options vested on May 19, 2017.
- [F22]Represents options granted in respect of Mr. Sokoloff's service on the Issuer's board of directors. Of the 10,254 options reported, 8,251 vested on January 29, 2016 and 2,003 vested on May 19, 2017.
- [F23]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 LGP. LGP 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 such options.
- [F24]These options vested on January 29, 2016.
- [F3]Represents shares owned by GEI VI.
- [F4]GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("GEI Side VI"). Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Malted Coinvest LLC ("Malted"), and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
- [F5]Each of GEI VI, GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings, 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 some or all of the A-Common owned by GEI VI, GEI Side VI, or Malted, or the shares of Class B Common Stock, par value $0.001 per share ("B-Common") and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC owned by GEI VI and Malted (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder.
- [F6]Each of GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
- [F7]Represents shares sold by Malted.
- [F8]Represents shares owned by Malted.
- [F9]Each of GEI VI, GEI Side VI, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Malted, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
Documents
Issuer
Shake Shack Inc.
CIK 0001620533
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001531051
Filing Metadata
- Form type
- 4
- Filed
- May 10, 8:00 PM ET
- Accepted
- May 11, 7:21 PM ET
- Size
- 44.4 KB