0001620533-18-000098.txt : 20180727 0001620533-18-000098.hdr.sgml : 20180727 20180727165054 ACCESSION NUMBER: 0001620533-18-000098 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180726 FILED AS OF DATE: 20180727 DATE AS OF CHANGE: 20180727 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GARUTTI RANDALL J CENTRAL INDEX KEY: 0001632017 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 18975341 MAIL ADDRESS: STREET 1: C/O SHAKE SHACK INC. STREET 2: 24 UNION SQUARE EAST, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GARUTTI MARIA L CENTRAL INDEX KEY: 0001633960 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 18975342 MAIL ADDRESS: STREET 1: C/O SHAKE SHACK INC. STREET 2: 24 UNION SQUARE EAST, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RANDALL J. GARUTTI GST TRUST DATED 12/30/2014 CENTRAL INDEX KEY: 0001633809 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 18975343 BUSINESS ADDRESS: STREET 1: C/O SHAKE SHACK INC. STREET 2: 24 UNION SQUARE EAST, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 646-747-7200 MAIL ADDRESS: STREET 1: C/O SHAKE SHACK INC. STREET 2: 24 UNION SQUARE EAST, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GARUTTI RONALD J JR CENTRAL INDEX KEY: 0001633954 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 18975344 MAIL ADDRESS: STREET 1: C/O SHAKE SHACK INC. STREET 2: 24 UNION SQUARE EAST, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Shake Shack Inc. CENTRAL INDEX KEY: 0001620533 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 471941186 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 225 VARICK STREET STREET 2: SUITE 301 CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: (646) 747-7200 MAIL ADDRESS: STREET 1: 225 VARICK STREET STREET 2: SUITE 301 CITY: NEW YORK STATE: NY ZIP: 10014 4 1 wf-form4_153272463665635.xml FORM 4 X0306 4 2018-07-26 0 0001620533 Shake Shack Inc. SHAK 0001632017 GARUTTI RANDALL J C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK NY 10014 1 1 1 0 Chief Executive Officer 0001633960 GARUTTI MARIA L C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK NY 10014 0 0 1 0 0001633809 RANDALL J. GARUTTI GST TRUST DATED 12/30/2014 C/O SHAKE SHACK INC., 225 VARICK STREET, SUITE 301 NEW YORK NY 10014 0 0 1 0 0001633954 GARUTTI RONALD J JR C/O SHAKE SHACK INC., 225 VARICK STREET, SUITE 301 NEW YORK NY 10014 0 0 1 0 CLASS A COMMON STOCK 2018-07-26 4 C 0 30000 0 A 48041 D CLASS A COMMON STOCK 2018-07-26 4 S 0 27010 64.7671 D 21031 D CLASS A COMMON STOCK 2018-07-26 4 S 0 2990 65.4321 D 18041 D CLASS B COMMON STOCK 2018-07-26 4 J 0 30000 0 D 454051 D CLASS B COMMON STOCK 55972 I BY TRUST Common Membership Interests 2018-07-26 4 C 0 30000 0 D CLASS A COMMON STOCK 30000.0 454051 D Common Membership Interests CLASS A COMMON STOCK 55972.0 55972 I BY TRUST 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"). Represents shares of Class A Stock that were disposed of by Mr. Garutti pursuant to a 10b5-1 trading plan entered into on May 24, 2018. The transaction was executed in multiple trades at prices ranging from $64.2900 to $65.2899. The price reported above reflects the weighted average sales price. 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. The transaction was executed in multiple trades at prices ranging from $65.2900 to $65.6200. The price reported above reflects the weighted average sales price. 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 basis upon redemption of the LLC Interests for shares of Class A Stock of the Issuer. 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. 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. 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. /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Randall J. Garutti 2018-07-27 /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Maria L. Garutti 2018-07-27 /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for The Randall J. Garutti 2014 GST Trust 2018-07-27 /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Ronald J. Garutti, Jr. 2018-07-27