SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Shake Shack Inc. [ SHAK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/16/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| CLASS A COMMON STOCK | 08/16/2019 | C(1)(2)(3) | 154,072(1)(2)(3) | A | $0(1)(2)(3) | 158,515(1)(2)(3) | I | By Trust(4) | ||
| CLASS A COMMON STOCK | 08/16/2019 | C(1)(2)(3) | 2,536,191(1)(2)(3) | A | $0(1)(2)(3) | 2,536,191(1)(2)(3) | I | BY TRUST(5) | ||
| Class A Common Stock, par value $0.001 per share | 1,411 | D | ||||||||
| CLASS B COMMON STOCK | 08/16/2019 | C(1)(2)(3) | 2,690,263(1)(2)(3) | D | $0(1)(2)(3) | 0(1)(2)(3) | I | By Corp.(6) | ||
| Class B Common Stock, par value $0.001 per share | 1,270,136 | D | ||||||||
| Class B Common Stock, par value $0.001 per share | 590,921 | I | BY TRUST(5) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Membership Interests | (7)(8) | 08/16/2019 | C | 2,690,263(1)(2)(3) | (7)(8) | (7)(8) | CLASS A COMMON STOCK | 2,690,263 | $0(7)(8) | 0(1)(2)(3) | I | By Corp.(9) | |||
| Common Membership Interests | (7) | (7) | (7) | CLASS A COMMON STOCK | 1,270,136 | 1,270,136 | D | ||||||||
| Common Membership Interests | (7) | (7) | (7) | CLASS A COMMON STOCK | 590,921 | 590,921 | I | BY TRUST(5) | |||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to a Stockholders Agreement, dated as of February 4, 2015, as amended, by and among Daniel H. Meyer, the Daniel H. Meyer 2012 Gift Trust dtd 10/31/12 (the "Gift Trust"), other affiliates (collectively, the "Meyer Stockholders") and other signatories party thereto, the Meyer Stockholders have the right to cause all of the shares of Gramercy Tavern Corp. ("GTC") to be exchanged for shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") pursuant to a reorganization under Section 368(a) of the Internal Revenue Code (the "Reorganization"). The Meyer Stockholders made such an election with respect to GTC. |
| 2. To effect the Reorganization, a subsidiary of the Issuer merged with and into GTC, which was then merged with and into the Issuer, resulting in (i) conversion and exchange of shares of GTC for Class A Stock, (ii) cancellation of Class B Common Stock ("Class B Stock") of the Issuer held by GTC, and (iii) transfer of the common membership interests in SSE Holdings, LLC (the "LLC Interests") held by GTC to the Issuer. The Class B Stock and LLC Interests held by GTC were reported as held by each of Daniel H. Meyer and the Gift Trust by virtue of each such Reporting Person's control over GTC and, accordingly, their cancellation and transfer, as applicable, is reported hereon. Mr. Meyer, through Daniel H. Meyer Investment Trust dtd 5/15/92, and the Gift Trust, received 154,072 and 2,536,191 shares of the Issuer's Class A Stock, respectively, in exchange for GTC shares, representing such Reporting Person's 5.727% and 94.273% interest, respectively, in GTC. |
| 3. The reported transactions are exempt under Rule 16b-6(b), 16b-3 and 16b-7 of the Securities Exchange Act of 1934. |
| 4. Mr. Meyer is the grantor, trustee and beneficiary of the Investment Trust. Mr. Meyer disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| 5. Mr. Meyer's spouse, Audrey Meyer, is a co-trustee and beneficiary of the Gift Trust. Mr. McQuinn is the co-trustee. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| 6. Represents the Class B Stock of the Issuer held by each of the Reporting Persons indirectly through GT. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein. |
| 7. Represents LLC Interests which 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. |
| 8. GTC did not redeem the LLC Interests prior to the effective time of the Reorganization. |
| 9. Represents LLC Interests held by each of the Reporting Persons indirectly through GT. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein. |
| Remarks: |
| /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Daniel Harris Meyer. | 08/16/2019 | |
| /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Audrey H. Meyer | 08/16/2019 | |
| /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Michael C. McQuinn | 08/16/2019 | |
| /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12 | 08/16/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||