0001567619-18-004382.txt : 20181022 0001567619-18-004382.hdr.sgml : 20181022 20181022161042 ACCESSION NUMBER: 0001567619-18-004382 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20181018 FILED AS OF DATE: 20181022 DATE AS OF CHANGE: 20181022 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: 181132428 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 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: 181132429 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: 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: 181132430 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: Loening George S CENTRAL INDEX KEY: 0001632169 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 181132431 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 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: 181132432 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 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 doc1.xml FORM 4 X0306 4 2018-10-18 0 0001620533 Shake Shack Inc. SHAK 0001592643 Select Equity Group, L.P. 380 LAFAYETTE STREET 6TH FLOOR NEW YORK NY 10003 0 0 1 0 0001060793 SEG PARTNERS L P C/O SELECT EQUITY GROUP 380 LAFAYETTE STREET NEW YORK NY 10003 0 0 1 0 0001215218 SEG PARTNERS II L P C/O SELECT EQUITY GROUP 380 LAFAYETTE STREET NEW YORK NY 10003 0 0 1 0 0001632171 SEG Partners Offshore Master Fund, Ltd. C/O SELECT EQUITY GROUP 380 LAFAYETTE STREET NEW YORK NY 10003 0 0 1 0 0001632169 Loening George S C/O SELECT EQUITY GROUP 380 LAFAYETTE STREET NEW YORK NY 10003 0 0 1 0 Class A Common Stock, par value $0.001 per share 2018-10-18 4 S 0 3051 58.2180 D 31785 I See footnotes Class A Common Stock 2018-10-18 4 S 0 15310 58.2180 D 158227 I See footnotes Class A Common Stock 2018-10-18 4 S 0 14825 58.2180 D 153900 I See footnotes Class A Common Stock 2018-10-19 4 S 0 1214 54.3254 D 30571 I See footnotes Class A Common Stock 2018-10-19 4 S 0 6091 54.3254 D 152136 I See footnotes Class A Common Stock 2018-10-19 4 S 0 5898 54.3254 D 148002 I See footnotes Class A Common Stock 2018-10-19 4 S 0 839 55.4843 D 29732 I See footnotes Class A Common Stock 2018-10-19 4 S 0 4212 55.4843 D 147924 I See footnotes Class A Common Stock 2018-10-19 4 S 0 4079 55.4843 D 143923 I See footnotes Class A Common Stock 2018-10-19 4 S 0 395 56.5479 D 29337 I See footnotes Class A Common Stock 2018-10-19 4 S 0 1984 56.5479 D 145940 I See footnotes Class A Common Stock 2018-10-19 4 S 0 1921 56.5479 D 142002 I See footnotes Class A Common Stock 2018-10-19 4 S 0 267 57.6352 D 29070 I See footnotes Class A Common Stock 2018-10-19 4 S 0 1338 57.6352 D 144602 I See footnotes Class A Common Stock 2018-10-19 4 S 0 1296 57.6352 D 140706 I See footnotes Class A Common Stock 2018-10-19 4 S 0 331 58.2063 D 28739 I See footnotes Class A Common Stock 2018-10-19 4 S 0 1661 58.2063 D 142941 I See footnotes Class A Common Stock 2018-10-19 4 S 0 1608 58.2063 D 139098 I See footnotes See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 SELECT EQUITY GROUP, L.P., By: Select Equity GP, LLC, its general partner, /s/ George S. Loening 2018-10-22 EX-99.1 2 s26428895a.htm EXPLANATION OF RESPONSES
EXPLANATION OF RESPONSES

(1)
 
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.7100 to $58.5000, inclusive. The reporting person undertakes to provide Shake Shack Inc., any security holder of Shake Shack Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
 
(2)
 
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.8600 to $54.8300, inclusive. The reporting person undertakes to provide Shake Shack Inc., any security holder of Shake Shack Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
 
(3)
 
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.8800 to $55.8700, inclusive. The reporting person undertakes to provide Shake Shack Inc., any security holder of Shake Shack Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
 
(4)
 
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.8800 to $56.8400, inclusive. The reporting person undertakes to provide Shake Shack Inc., any security holder of Shake Shack Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
 
(5)
 
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.9600 to $57.9250, inclusive. The reporting person undertakes to provide Shake Shack Inc., any security holder of Shake Shack Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
 
(6)
 
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.9900 to $58.6400, inclusive. The reporting person undertakes to provide Shake Shack Inc., any security holder of Shake Shack Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
 
(7)
 
This Form 4 is being filed on behalf of Select Equity Group, L.P. (“Select Equity Group”), SEG Partners L.P. (“SEG Partners”), SEG Partners II, L.P. (“SEG Partners II”) and George S. Loening.  Select Equity Group serves as the investment advisor to SEG Partners, SEG Partners II and SEG Partners Offshore Master Fund, Ltd. (“SEG Partners Offshore” and, together with SEG Partners and SEG Partners II, 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.
 
(8)
 
Class A Common Stock held directly by SEG Partners.
 
(9)
 
Class A Common Stock held directly by SEG Partners II.
 
(10)
 
Class A Common Stock held directly by SEG Partners Offshore.
 


EX-99.2 3 s26428895b.htm JOINT FILERS' NAMES AND ADDRESSES

JOINT FILERS’ NAMES AND ADDRESSES

(1)
SEG Partners L.P.
(2)
SEG Partners II, L.P.
(3)
SEG Partners Offshore Master Fund, Ltd.
(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, NY 10003
 EX-99.3 4 s26428895c.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: October 22, 2018
   
Name:
George S. Loening
  
   
Title:
Authorized Person
  
         
         
         
 
SEG PARTNERS II, L.P.
 
By:  SEG Partners II Holdings, LLC, its general partner
         
         
 
By:  /s/ George S. Loening
Date: October 22, 2018
   
Name:
George S. Loening
  
   
Title:
Authorized Person
  
         
         
         
 
SEG PARTNERS OFFSHORE MASTER FUND, LTD.
         
 
By: /s/ George S. Loening
Date: October 22, 2018
   
Name:
George S. Loening
  
   
Title:
Authorized Person
  
         
         
 
GEORGE S. LOENING
         
         
 
By:  /s/ George S. Loening 
Date: October 22, 2018