0001140361-16-088864.txt : 20161205 0001140361-16-088864.hdr.sgml : 20161205 20161205212833 ACCESSION NUMBER: 0001140361-16-088864 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20161201 FILED AS OF DATE: 20161205 DATE AS OF CHANGE: 20161205 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: 24 UNION SQUARE EAST STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: (646) 747-7200 MAIL ADDRESS: STREET 1: 24 UNION SQUARE EAST STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Loening George S CENTRAL INDEX KEY: 0001632169 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 162035067 MAIL ADDRESS: STREET 1: C/O SELECT EQUITY GROUP STREET 2: 380 LAFAYETTE STREET CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEG PARTNERS II L P CENTRAL INDEX KEY: 0001215218 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 162035068 BUSINESS ADDRESS: STREET 1: 380 LAFAYETTE ST 6TH FL CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 212-475-8335 MAIL ADDRESS: STREET 1: 380 LAFAYETTE STREET CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEG Partners Offshore Master Fund, Ltd. CENTRAL INDEX KEY: 0001632171 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 162035069 BUSINESS ADDRESS: STREET 1: C/O SELECT EQUITY GROUP STREET 2: 380 LAFAYETTE STREET CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 212-475-8335 MAIL ADDRESS: STREET 1: C/O SELECT EQUITY GROUP STREET 2: 380 LAFAYETTE STREET CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEG PARTNERS L P CENTRAL INDEX KEY: 0001060793 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 162035070 BUSINESS ADDRESS: STREET 1: 380 LAFAYETTE STREET STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 212 475-8335 MAIL ADDRESS: STREET 1: 380 LAFAYETTE STREET CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Select Equity Group, L.P. CENTRAL INDEX KEY: 0001592643 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 162035071 BUSINESS ADDRESS: STREET 1: 380 LAFAYETTE STREET STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 212 475-8335 MAIL ADDRESS: STREET 1: 380 LAFAYETTE STREET STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 4 1 doc1.xml FORM 4 X0306 4 2016-12-01 0 0001620533 Shake Shack Inc. SHAK 0001592643 Select Equity Group, L.P. 380 LAFAYETTE STREET 6TH FLOOR NEW YORK NY 10003 1 0 0 1 See Remarks 0001060793 SEG PARTNERS L P C/O SELECT EQUITY GROUP 380 LAFAYETTE STREET NEW YORK NY 10003 1 0 0 1 See Remarks 0001632171 SEG Partners Offshore Master Fund, Ltd. C/O SELECT EQUITY GROUP 380 LAFAYETTE STREET NEW YORK NY 10003 1 0 0 1 See Remarks 0001215218 SEG PARTNERS II L P C/O SELECT EQUITY GROUP 380 LAFAYETTE STREET NEW YORK NY 10003 1 0 0 1 See Remarks 0001632169 Loening George S C/O SELECT EQUITY GROUP 380 LAFAYETTE STREET NEW YORK NY 10003 1 0 0 1 See Remarks Class A Common Stock, par value $0.001 per share 2016-12-01 4 S 0 24922 36.3903 D 602384 I See Footnotes Class A Common Stock, par value $0.001 per share 2016-12-01 4 S 0 10877 36.3903 D 194159 I See Footnotes Class A Common Stock, par value $0.001 per share 52774 I See footnotes See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. List of Exhibits Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Select Equity Group, L.P. ("Select Equity Group"), the SEG Funds (as defined below) and George S. Loening may be deemed to be directors-by-deputization by virtue of their right to designate a member of the board of directors of the Issuer. Select Equity Group, the SEG Funds and George S. Loening have designated Evan C. Guillemin as a member of the board of directors of Shake Shack Inc. ("Shake Shack"). SELECT EQUITY GROUP, L.P., By: Select Equity GP, LLC, its general partner, By: /s/ George S. Loening 2016-12-05 EX-99.1 2 s18153598a.htm EXPLANATION OF RESPONSES
Explanation of Responses
(1)
This Form 4 is being filed on behalf of Select Equity Group, SEG Partners L.P. (“SEG Partners”), SEG Partners II, L.P. (“SEG Partners II”), SEG Partners Offshore Master Fund, Ltd. (“SEG Partners Offshore” and, together with SEG Partners and SEG Partners II, the “SEG Funds”) and George S. Loening.  Select Equity Group serves as the investment advisor to the SEG Funds, and Mr. Loening is the majority owner of Select Equity Group and managing member of the general partner of Select Equity Group.  Each of Select Equity Group and George S. Loening may be deemed to indirectly beneficially own shares held directly by the SEG Funds, and each disclaims beneficial ownership of all such shares except to the extent of any indirect pecuniary interest therein.  No SEG Fund has a pecuniary interest in any securities held directly by any other SEG Fund.

(2)
Class A Common Stock held directly by SEG Partners.

(3)
Class A Common Stock held directly by SEG Partners Offshore.

(4)
Class A Common Stock held directly by SEG Partners II.


EX-99.2 3 s18153598b.htm JOINT FILERS' NAMES AND ADDRESSES
Joint Filers’ Names and Addresses

(1) SEG Partners L.P.

(2) SEG Partners Offshore Master Fund, Ltd.

(3) SEG Partners II, L.P.

(4) George S. Loening

The business address for all of the above reporting persons is:

c/o Select Equity Group
380 Lafayette Street
New York, N.Y. 10003
 EX-99.3 4 s18153598c.htm JOINT FILERS' SIGNATURES
Joint Filers’ Signatures


 
SEG PARTNERS L.P.
   
 
By:  SEG Partners Holdings, LLC, its general partner
   
   
 
By:  /s/ George S. Loening
Date: December 5, 2016
   
   
   
 
SEG PARTNERS II, L.P.
   
 
By:  SEG Partners II Holdings, LLC, its general partner
   
   
 
By:  /s/ George S. Loening
Date: December 5, 2016
   
   
   
 
SEG PARTNERS OFFSHORE MASTER FUND, LTD.
   
   
 
By:  /s/ George S. Loening 
Date: December 5, 2016
   
   
   
 
GEORGE S. LOENING
   
 
By:  /s/ George S. Loening
Date: December 5, 2016