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) 08/18/2015 | ||||||||||||||||||||||||||
| 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 | 08/18/2015 | C | 247,382 | A | (1) | 277,382 | I | BY SPOUSE(2) | ||
| CLASS A COMMON STOCK | 08/18/2015 | S | 247,382 | D | $57.75 | 30,000 | I | BY SPOUSE | ||
| CLASS B COMMON STOCK | 08/18/2015 | J(3) | 247,382 | D | (3) | 664,822 | I | BY SPOUSE(4) | ||
| 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 | (5) | 08/18/2015 | C | 247,382 | (5) | (5) | CLASS A COMMON STOCK | 247,382 | (5) | 664,822 | I | BY SPOUSE(6) | |||
| Explanation of Responses: |
| 1. Shares obtained upon redemption of common membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of shares of the Issuer's Class A Common Stock. |
| 2. Of the 277,382 shares of Class A Common Stock remaining following the reported transaction, 256,978 were held directly by Jeffrey Flug, Sheryl H. Flug's spouse, and 20,404 were held indirectly by Jeffrey Flug through Gulf Five LLC, of which Mr. Flug is the sole manager of the management company. For more information, see the Form 4 filed by each of Jeffrey Flug and Gulf Five LLC on August 20, 2015. |
| 3. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Common Stock. |
| 4. The 664,822 shares of Class B Common Stock remaining following the reported transaction are held indirectly by Jeffrey Flug through Gulf Five LLC. Sheryl Flug disclaims beneficial ownership of such shares, except to the extent of her pecuniary interest therein. For more information, see the Form 4 filed by Jeffrey Flug on August 20, 2015. These shares are also reported on the Form 4 filed by Gulf Five LLC on August 20, 2015. |
| 5. 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. |
| 6. Of the 247,382 LLC Interests redeemed, 226,978 were held directly by Jeffrey Flug and 20,404 were held indirectly by Jeffrey Flug through Gulf Five LLC. Sheryl H. Flug disclaims beneficial ownership of the LLC Interests, except to the extent of her pecuniary interest therein. For more information, see the Form 4 filed by Jeffrey Flug on August 20, 2015. |
| Remarks: |
| /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Sheryl H. Flug | 08/20/2015 | |
| ** 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. | ||