0001193125-17-242446.txt : 20170731 0001193125-17-242446.hdr.sgml : 20170731 20170731164157 ACCESSION NUMBER: 0001193125-17-242446 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170731 DATE AS OF CHANGE: 20170731 GROUP MEMBERS: GEI CAPITAL VI, LLC GROUP MEMBERS: GREEN EQUITY INVESTORS SIDE VI, L.P. GROUP MEMBERS: GREEN VI HOLDINGS, LLC GROUP MEMBERS: J. KRISTOFER GALASHAN GROUP MEMBERS: JONATHAN D. SOKOLOFF GROUP MEMBERS: LEONARD GREEN & PARTNERS, L.P. GROUP MEMBERS: LGP MALTED COINVEST LLC GROUP MEMBERS: LGP MANAGEMENT, INC. GROUP MEMBERS: PERIDOT COINVEST MANAGER LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88605 FILM NUMBER: 17993466 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Green Equity Investors VI, L.P. CENTRAL INDEX KEY: 0001531051 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D/A 1 d425824dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 11)*

 

 

Shake Shack Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

819047 101

(CUSIP Number)

Jennifer Bellah Maguire

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071-3197

(213) 229-7986

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 11, 2017

(Date of Event Which Requires Filing of Statement on Schedule 13D)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box.  ☐

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 819047 101   Schedule 13D/A   Page 2 of 17 Pages

 

 

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Green Equity Investors VI, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

    

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

    

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

5,112,135

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

5,112,135

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

5,103,135

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

13.93% beneficial ownership of the voting stock based on 36,636,656 shares of Common Stock outstanding as of April 26, 2016, as reported in Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2017.

(14)  

Type of Reporting Person (See Instructions):

 

PN

Note: All share numbers on these cover pages presented on an as-converted basis.

CUSIP No. 819047 101   Schedule 13D/A   Page 3 of 17 Pages

 

 

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Green Equity Investors Side VI, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

    

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

    

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

5,112,135

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

5,112,135

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

5,103,135

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

13.93% beneficial ownership of the voting stock based on 36,636,656 shares of Common Stock outstanding as of April 26, 2016, as reported in Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2017.

(14)  

Type of Reporting Person (See Instructions):

 

PN

CUSIP No. 819047 101   Schedule 13D/A   Page 4 of 17 Pages

 

 

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

LGP Malted Coinvest LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

    

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

    

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

5,112,135

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

5,112,135

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

5,103,135

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

13.93% beneficial ownership of the voting stock based on 36,636,656 shares of Common Stock outstanding as of April 26, 2016, as reported in Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2017.

(14)  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

CUSIP No. 819047 101   Schedule 13D/A   Page 5 of 17 Pages

 

 

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

GEI Capital VI, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

    

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

    

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

5,112,135

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

5,112,135

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

5,103,135

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

13.93% beneficial ownership of the voting stock based on 36,636,656 shares of Common Stock outstanding as of April 26, 2016, as reported in Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2017.

(14)  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

CUSIP No. 819047 101   Schedule 13D/A   Page 6 of 17 Pages

 

 

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Green VI Holdings, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

    

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

    

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

5,112,135

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

5,112,135

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

5,103,135

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

13.93% beneficial ownership of the voting stock based on 36,636,656 shares of Common Stock outstanding as of April 26, 2016, as reported in Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2017.

(14)  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

CUSIP No. 819047 101   Schedule 13D/A   Page 7 of 17 Pages

 

 

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Leonard Green & Partners, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

    

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

    

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

5,112,135

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

5,112,135

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

5,103,135

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

13.93% beneficial ownership of the voting stock based on 36,636,656 shares of Common Stock outstanding as of April 26, 2016, as reported in Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2017.

(14)  

Type of Reporting Person (See Instructions):

 

PN

CUSIP No. 819047 101   Schedule 13D/A   Page 8 of 17 Pages

 

 

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

LGP Management, Inc.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

    

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

    

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

5,112,135

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

5,112,135

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

5,103,135

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

13.93% beneficial ownership of the voting stock based on 36,636,656 shares of Common Stock outstanding as of April 26, 2016, as reported in Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2017.

(14)  

Type of Reporting Person (See Instructions):

 

CO

CUSIP No. 819047 101   Schedule 13D/A   Page 9 of 17 Pages

 

 

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Peridot Coinvest Manager LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

    

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

    

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

5,112,135

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

5,112,135

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

5,103,135

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

13.93% beneficial ownership of the voting stock based on 36,636,656 shares of Common Stock outstanding as of April 26, 2016, as reported in Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2017.

(14)  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

CUSIP No. 819047 101   Schedule 13D/A   Page 10 of 17 Pages

 

 

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Jonathan D. Sokoloff

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

    

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

    

  (6)  

Citizenship or Place of Organization:

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

5,112,135

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

5,112,135

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

5,103,135

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

13.93% beneficial ownership of the voting stock based on 36,636,656 shares of Common Stock outstanding as of April 26, 2016, as reported in Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2017.

(14)  

Type of Reporting Person (See Instructions):

 

IN

CUSIP No. 819047 101   Schedule 13D/A   Page 11 of 17 Pages

 

 

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

J. Kristofer Galashan

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

    

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

    

  (6)  

Citizenship or Place of Organization:

 

Canada

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

5,112,135

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

5,112,135

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

5,112,135

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

13.95% beneficial ownership of the voting stock based on 36,636,656 shares of Common Stock outstanding as of April 26, 2016, as reported in Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2017.

(14)  

Type of Reporting Person (See Instructions):

 

IN

CUSIP No. 819047 101   Schedule 13D/A   Page 12 of 17 Pages

 

 

 

ITEM 1. SECURITY AND ISSUER

This Amendment No. 11 to Schedule 13D (this “Amendment”) relates to shares of Class A common stock, par value $0.001 per share (the “A-Common”) of Shake Shack Inc., a Delaware corporation (the “Issuer”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

The address of the Issuer’s principal executive offices is 24 Union Square East, 5th Floor, New York, NY 10003.

 

ITEM 4. PURPOSE OF TRANSACTION

The disclosure provided in Item 4 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

On May 11, 2017, the Issuer, the Reporting Persons and other signatories party thereto entered into Amendment No. 2 to the Stockholders Agreement, dated as of February 4, 2015 (the “Stockholders Agreement”), pursuant to which certain persons were removed as parties to the Stockholders Agreement.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) and (b)

 

Reporting

Persons

    Number* of
Shares With
Shared Voting
Power		      Sole Beneficial
Ownership		      Shared
Beneficial
Ownership*		      Percentage
of Class
Beneficially
Owned		  

GEI VI

      5,112,135        0        5,103,135        13.93 % 

GEI Side VI

      5,112,135        0        5,103,135        13.93 % 

Malted

      5,112,135        0        5,103,135        13.93 % 

Jonathan D. Sokoloff

      5,112,135        0        5,103,135        13.93 % 

J. Kristofer Galashan

      5,112,135        9,000        5,112,135        13.95 % 

Other Reporting Persons

      5,112,135        0        5,103,135        13.93 % 

 

* All share numbers presented in this table assume full conversion of B-Common to A-Common.

CUSIP No. 819047 101   Schedule 13D/A   Page 13 of 17 Pages

 

 

 

 

  (c) The following table sets forth all transactions with respect to shares of Common Stock effectuated since the most recent filing on Schedule 13D by any of the Reporting Persons.

 

Reporting Person

  

Date of Transaction

  

Number of Shares

Sold

  

Price per Share

     
     
     

 

  (d) Not applicable.

 

  (e) Not applicable.

 

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The disclosure provided in Item 6 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

On May 11, 2017, the Issuer, the Reporting Persons and the other signatories party thereto entered into Amendment No. 2 to the Stockholders Agreement, pursuant to which certain persons were removed as parties to the Stockholders Agreement. Amendment No. 2 to the Stockholders Agreement is incorporated by reference.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

7.1    Amendment No. 2 to Stockholders Agreement, dated as of May 11, 2017, by and among Shake Shack Inc., Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Malted Coinvest LLC, and certain other parties thereto (incorporated by reference to Exhibit 7.12 to Daniel H. Meyer’s Schedule 13D/A, filed with the Securities and Exchange Commission on July 20, 2017).
7.2   

Form of Stockholders Agreement (incorporated by reference to Exhibit 10.4 to Shake Shack Inc.’s Form S-1 Amendment No. 1, filed with the Securities and Exchange Commission on January 20, 2015).

7.3    Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to Shake Shack Inc.’s Form S-1, filed with the Securities and Exchange Commission on December 29, 2014).
7.4    Form of Tax Receivable Agreement (incorporated by reference to Exhibit 10.1 to Shake Shack Inc.’s Form S-1 Amendment No. 1, filed with the Securities and Exchange Commission on January 20, 2015).

CUSIP No. 819047 101   Schedule 13D/A   Page 14 of 17 Pages

 

 

 

7.5    Form of Third Amended and Restated LLC Agreement of SSE Holdings, LLC (incorporated by reference to Exhibit 10.3 to Shake Shack Inc.’s Form S-1 Amendment No. 1, filed with the Securities and Exchange Commission on January 20, 2015).
7.6
    Joint Filing Agreement, dated February 9, 2015 (incorporated by reference to Exhibit 7.5 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on February 9, 2015).
7.7    Identification of Members of the Group, dated February 9, 2015 (incorporated by reference to Exhibit 7.6 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on February 9, 2015).
7.8    Power of Attorney, dated February 9, 2015 (incorporated by reference to Exhibit 7.7 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on February 9, 2015).
7.9    Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to Shake Shack Inc.’s Form S-1 Amendment No. 1, filed with the Securities and Exchange Commission on August 10, 2015).
7.10
    Form of Trading Agreement, dated and effective as of November 13, 2015 (incorporated by reference to Exhibit 7.9 to Green Equity Investors VI, L.P.’s Amendment No. 2 to Schedule 13D, filed with the Securities and Exchange Commission on November 13, 2015).
7.11    Power of Attorney, dated September 7, 2016 (incorporated by reference to Exhibit 7.10 to Green Equity Investors VI, L.P.’s Schedule 13D/A, filed with the Securities and Exchange Commission on November 16, 2016).

CUSIP No. 819047 101   Schedule 13D/A   Page 15 of 17 Pages

 

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment is true, complete, and correct.

Dated as of July 31, 2017

 

Green Equity Investors VI, L.P.
By:   GEI Capital VI, LLC, its General Partner
By:  

/S/ ANDREW C. GOLDBERG

  Andrew C. Goldberg, as Attorney-in-Fact for
  Jonathan D. Sokoloff
  Manager
Green Equity Investors Side VI, L.P.
By:   GEI Capital VI, LLC, its General Partner
By:  

/S/ ANDREW C. GOLDBERG

  Andrew C. Goldberg, as Attorney-in-Fact for
  Jonathan D. Sokoloff
  Manager
LGP Malted Coinvest LLC
By:   Peridot Coinvest Manager LLC, its Manager
By:   Leonard Green & Partners, L.P., its Manager
By:   LGP Management, Inc., its General Partner
By:  

/S/ ANDREW C. GOLDBERG

  Andrew C. Goldberg, as Attorney-in-Fact for
  Jonathan D. Sokoloff
  Executive Vice President and Managing Partner
GEI Capital VI, LLC
By:  

/S/ ANDREW C. GOLDBERG

  Andrew C. Goldberg, as Attorney-in-Fact for
  Jonathan D. Sokoloff
  Manager
Green VI Holdings, LLC
By:  

/S/ ANDREW C. GOLDBERG

  Andrew C. Goldberg, as Attorney-in-Fact for
  Jonathan D. Sokoloff
  Manager

CUSIP No. 819047 101   Schedule 13D/A   Page 16 of 17 Pages

 

 

 

Leonard Green & Partners, L.P.
By:   LGP Management, Inc., its General Partner
By:  

/S/ ANDREW C. GOLDBERG

  Andrew C. Goldberg, as Attorney-in-Fact for Jonathan D. Sokoloff
  Executive Vice President and Managing Partner
LGP Management, Inc.
By:  

/S/ ANDREW C. GOLDBERG

  Andrew C. Goldberg, as Attorney-in-Fact for
  Jonathan D. Sokoloff
  Executive Vice President and Managing Partner
Peridot Coinvest Manager LLC
By:   Leonard Green & Partners, L.P., its Manager
By:   LGP Management, Inc., its General Partner
By:  

/S/ ANDREW C. GOLDBERG

  v, as Attorney-in-Fact for
  Jonathan D. Sokoloff
  Executive Vice President and Managing Partner

/S/ ANDREW C. GOLDBERG

Andrew C. Goldberg, as Attorney-in-Fact for
Jonathan D. Sokoloff

/S/ ANDREW C. GOLDBERG

Andrew C. Goldberg, as Attorney-in-Fact for
J. Kristofer Galashan

CUSIP No. 819047 101   Schedule 13D/A   Page 17 of 17 Pages

 

 

 

EXHIBIT INDEX

 

EXHIBIT
NO.		    DESCRIPTION
7.1    Amendment No. 2 to Stockholders Agreement, dated as of May 11, 2017, by and among Shake Shack Inc., Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Malted Coinvest LLC, and certain other parties thereto (incorporated by reference to Exhibit 7.12 to Daniel H. Meyer’s Schedule 13D/A, filed with the Securities and Exchange Commission on July 20, 2017).
7.2    Form of Stockholders Agreement (incorporated by reference to Exhibit 10.4 to Shake Shack Inc.’s Form S-1 Amendment No. 1, filed with the Securities and Exchange Commission on January 20, 2015).
7.3    Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to Shake Shack Inc.’s Form S-1, filed with the Securities and Exchange Commission on December 29, 2014).
7.4    Form of Tax Receivable Agreement (incorporated by reference to Exhibit 10.1 to Shake Shack Inc.’s Form S-1 Amendment No. 1, filed with the Securities and Exchange Commission on January 20, 2015).
7.5    Form of Third Amended and Restated LLC Agreement of SSE Holdings, LLC (incorporated by reference to Exhibit 10.3 to Shake Shack Inc.’s Form S-1 Amendment No. 1, filed with the Securities and Exchange Commission on January 20, 2015).
7.6    Joint Filing Agreement, dated February 9, 2015 (incorporated by reference to Exhibit 7.5 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on February 9, 2015).
7.7    Identification of Members of the Group, dated February 9, 2015 (incorporated by reference to Exhibit 7.6 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on February 9, 2015).
7.8    Power of Attorney, dated February 9, 2015 (incorporated by reference to Exhibit 7.7 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on February 9, 2015).
7.9    Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to Shake Shack Inc.’s Form S-1 Amendment No. 1, filed with the Securities and Exchange Commission on August 10, 2015).
7.10    Form of Trading Agreement, dated and effective as of November 13, 2015 (incorporated by reference to Exhibit 7.9 to Green Equity Investors VI, L.P.’s Amendment No. 2 to Schedule 13D, filed with the Securities and Exchange Commission on November 13, 2015).
7.11    Power of Attorney, dated September 7, 2016 (incorporated by reference to Exhibit 7.10 to Green Equity Investors VI, L.P.’s Schedule 13D/A, filed with the Securities and Exchange Commission on November 16, 2016).