4//SEC Filing
GARUTTI RANDALL J 4
Accession 0001620533-19-000029
CIK 0001620533other
Filed
Mar 25, 8:00 PM ET
Accepted
Mar 26, 5:26 PM ET
Size
20.4 KB
Accession
0001620533-19-000029
Insider Transaction Report
Form 4
Shake Shack Inc.SHAK
Transactions
- Sale
CLASS A COMMON STOCK
2019-03-25$53.76/sh−49,800$2,677,019→ 23,755 total - Sale
CLASS A COMMON STOCK
2019-03-25$54.45/sh−200$10,889→ 23,555 total - Other
CLASS B COMMON STOCK
2019-03-25−50,000→ 344,051 total - Conversion
Common Membership Interests
2019-03-25−50,000→ 344,051 total→ CLASS A COMMON STOCK (50,000 underlying) - Conversion
CLASS A COMMON STOCK
2019-03-25+50,000→ 73,555 total
Holdings
- 55,972(indirect: By Trust)
CLASS B COMMON STOCK
- 55,972(indirect: By Trust)
Common Membership Interests
→ CLASS A COMMON STOCK (55,972 underlying)
GARUTTI RONALD J JR
10% Owner
Transactions
- Conversion
CLASS A COMMON STOCK
2019-03-25+50,000→ 73,555 total - Sale
CLASS A COMMON STOCK
2019-03-25$53.76/sh−49,800$2,677,019→ 23,755 total - Other
CLASS B COMMON STOCK
2019-03-25−50,000→ 344,051 total - Conversion
Common Membership Interests
2019-03-25−50,000→ 344,051 total→ CLASS A COMMON STOCK (50,000 underlying) - Sale
CLASS A COMMON STOCK
2019-03-25$54.45/sh−200$10,889→ 23,555 total
Holdings
- 55,972(indirect: By Trust)
Common Membership Interests
→ CLASS A COMMON STOCK (55,972 underlying) - 55,972(indirect: By Trust)
CLASS B COMMON STOCK
GARUTTI MARIA L
10% Owner
Transactions
- Conversion
CLASS A COMMON STOCK
2019-03-25+50,000→ 73,555 total - Sale
CLASS A COMMON STOCK
2019-03-25$53.76/sh−49,800$2,677,019→ 23,755 total - Sale
CLASS A COMMON STOCK
2019-03-25$54.45/sh−200$10,889→ 23,555 total - Conversion
Common Membership Interests
2019-03-25−50,000→ 344,051 total→ CLASS A COMMON STOCK (50,000 underlying) - Other
CLASS B COMMON STOCK
2019-03-25−50,000→ 344,051 total
Holdings
- 55,972(indirect: By Trust)
CLASS B COMMON STOCK
- 55,972(indirect: By Trust)
Common Membership Interests
→ CLASS A COMMON STOCK (55,972 underlying)
GARUTTI RANDALL J
DirectorChief Executive Officer10% Owner
Transactions
- Conversion
CLASS A COMMON STOCK
2019-03-25+50,000→ 73,555 total - Sale
CLASS A COMMON STOCK
2019-03-25$53.76/sh−49,800$2,677,019→ 23,755 total - Sale
CLASS A COMMON STOCK
2019-03-25$54.45/sh−200$10,889→ 23,555 total - Other
CLASS B COMMON STOCK
2019-03-25−50,000→ 344,051 total - Conversion
Common Membership Interests
2019-03-25−50,000→ 344,051 total→ CLASS A COMMON STOCK (50,000 underlying)
Holdings
- 55,972(indirect: By Trust)
CLASS B COMMON STOCK
- 55,972(indirect: By Trust)
Common Membership Interests
→ CLASS A COMMON STOCK (55,972 underlying)
Footnotes (9)
- [F1]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").
- [F2]Represents shares of Class A Stock that were disposed of by Mr. Garutti pursuant to a 10b5-1 trading plan entered into on November 16, 2018.
- [F3]The transaction was executed in multiple trades at prices ranging from $53.4100 to $54.4099. The price reported above reflects the weighted average sales price.
- [F4]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 whichthe transaction was effected.
- [F5]The transaction was executed in multiple trades at prices ranging from $54.4100 to $54.4500. The price reported above reflects the weighted average sales price.
- [F6]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 basisupon redemption of the LLC Interests for shares of Class A Stock of the Issuer.
- [F7]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 the trustees of the Trust. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest.
- [F8]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.
- [F9]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.
Documents
Issuer
Shake Shack Inc.
CIK 0001620533
Entity typeother
Related Parties
1- filerCIK 0001632017
Filing Metadata
- Form type
- 4
- Filed
- Mar 25, 8:00 PM ET
- Accepted
- Mar 26, 5:26 PM ET
- Size
- 20.4 KB