4//SEC Filing
GARUTTI RANDALL J 4
Accession 0001620533-19-000090
CIK 0001620533other
Filed
Jul 28, 8:00 PM ET
Accepted
Jul 29, 8:56 PM ET
Size
23.4 KB
Accession
0001620533-19-000090
Insider Transaction Report
Form 4
Shake Shack Inc.SHAK
Transactions
- Conversion
CLASS A COMMON STOCK
2019-07-26+50,000→ 73,555 total - Other
CLASS B COMMON STOCK
2019-07-26−50,000→ 254,051 total - Sale
CLASS A COMMON STOCK
2019-07-26$74.82/sh−12,377$926,012→ 23,655 total - Sale
CLASS A COMMON STOCK
2019-07-26$75.53/sh−100$7,553→ 23,555 total - Conversion
Common Membership Interests
2019-07-26−50,000→ 254,051 total→ CLASS A COMMON STOCK (50,000 underlying) - Sale
CLASS A COMMON STOCK
2019-07-26$74.05/sh−37,523$2,778,612→ 36,032 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
- Sale
CLASS A COMMON STOCK
2019-07-26$74.82/sh−12,377$926,012→ 23,655 total - Other
CLASS B COMMON STOCK
2019-07-26−50,000→ 254,051 total - Conversion
Common Membership Interests
2019-07-26−50,000→ 254,051 total→ CLASS A COMMON STOCK (50,000 underlying) - Conversion
CLASS A COMMON STOCK
2019-07-26+50,000→ 73,555 total - Sale
CLASS A COMMON STOCK
2019-07-26$74.05/sh−37,523$2,778,612→ 36,032 total - Sale
CLASS A COMMON STOCK
2019-07-26$75.53/sh−100$7,553→ 23,555 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
2019-07-26+50,000→ 73,555 total - Sale
CLASS A COMMON STOCK
2019-07-26$74.82/sh−12,377$926,012→ 23,655 total - Other
CLASS B COMMON STOCK
2019-07-26−50,000→ 254,051 total - Sale
CLASS A COMMON STOCK
2019-07-26$75.53/sh−100$7,553→ 23,555 total - Sale
CLASS A COMMON STOCK
2019-07-26$74.05/sh−37,523$2,778,612→ 36,032 total - Conversion
Common Membership Interests
2019-07-26−50,000→ 254,051 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)
GARUTTI RANDALL J
DirectorChief Executive Officer10% Owner
Transactions
- Sale
CLASS A COMMON STOCK
2019-07-26$75.53/sh−100$7,553→ 23,555 total - Sale
CLASS A COMMON STOCK
2019-07-26$74.05/sh−37,523$2,778,612→ 36,032 total - Sale
CLASS A COMMON STOCK
2019-07-26$74.82/sh−12,377$926,012→ 23,655 total - Other
CLASS B COMMON STOCK
2019-07-26−50,000→ 254,051 total - Conversion
CLASS A COMMON STOCK
2019-07-26+50,000→ 73,555 total - Conversion
Common Membership Interests
2019-07-26−50,000→ 254,051 total→ CLASS A COMMON STOCK (50,000 underlying)
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
Footnotes (13)
- [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").
- [F10]Represents shares of Class B Stock of the Issuer held by The Randall J. Garutti 2014 GST 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 therein.
- [F11]Represents LLC Interests redeemable for an equal number of shares of the Issuer's 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.
- [F12]The Form 4 filing made on June 28, 2019 by the Reporting Persons incorrectly reflected a redemption of 75,000 LLC Interests when only 25,000 LLC Interests were redeemed. This amount reflects the number of LLC Interests beneficially owned by the Reporting Persons following the reported transaction.
- [F13]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.
- [F2]The Form 4 filing made on June 28, 2019 by the Reporting Persons incorrectly reflected an acquisition of 75,000 shares of Class A Stock of the Issuer, but only 25,000 shares of Class A Stock were acquired. This amount reflects the number of shares of Class A Stock of the Issuer beneficially owned by the Reporting Persons following the reported transaction.
- [F3]Represents shares of Class A Stock of the Issuer that were disposed of by Mr. Garutti pursuant to a 10b5-1 trading plan entered into on May 24, 2019.
- [F4]The transaction was executed in multiple trades at prices ranging from $73.5050 to $74.5049. The price reported above reflects the weighted average sales price.
- [F5]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.
- [F6]The transaction was executed in multiple trades at prices ranging from $74.5050 to $75.5049. The price reported above reflects the weighted average sales price.
- [F7]The transaction was executed in multiple trades at prices ranging from $75.5050 to $75.5300. The price reported above reflects the weighted average sales price.
- [F8]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-for-one basis upon redemption of the LLC Interests for shares of Class A Stock of the Issuer.
- [F9]The Form 4 filing made on June 28, 2019 by the Reporting Persons incorrectly reflected a disposition of 75,000 shares of Class B Stock of the Issuer, but only 25,000 shares of Class B Stock of the Issuer were disposed of. This amount reflects the number of shares of Class B Stock of the Issuer beneficially owned by the Reporting Persons following the reported transaction.
Documents
Issuer
Shake Shack Inc.
CIK 0001620533
Entity typeother
Related Parties
1- filerCIK 0001632017
Filing Metadata
- Form type
- 4
- Filed
- Jul 28, 8:00 PM ET
- Accepted
- Jul 29, 8:56 PM ET
- Size
- 23.4 KB