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