1 | Names of Reporting Persons. | |||
Karen Kochevar | ||||
2 | Check the Appropriate Box if a Member of a Group | |||
(a) o | ||||
(b) þ | ||||
3 | SEC Use Only | |||
4 | Source of Funds | |||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | |||
o | ||||
6 | Citizenship or Place of Organization | |||
United States of America | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power | ||
71,621 | ||||
8 | Shared Voting Power | |||
0 | ||||
9 | Sole Dispositive Power | |||
71,621 | ||||
10 | Shared Dispositive Power | |||
0 | ||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
71,621 | ||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Securities | |||
o | ||||
13 | Percent of Class Represented by Amount in Row (11) | |||
0.3% | ||||
14 | Type of Reporting Person | |||
IN |
(c) | None. |
(d) | None. |
(e) | May 11, 2017. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 7. | Materials to be Filed as Exhibits |
Exhibit No. | Description | |
7.1.2 | Amendment No. 2 to Stockholders Agreement, dated and effective as of May 11, 2017, by and among Shake Shack Inc., SSE Holdings, LLC, the Meyer Stockholders, the LGP Stockholders and the SEG Stockholders. |
Dated: May 26, 2017 | By: | /s/ Ronald Palmese, Jr. |
Ronald Palmese, Jr., Esq., Attorney-in-Fact for Karen Kochevar |
A. | Schedule 2 (Management Stockholders) to the Stockholders Agreement is hereby amended and restated in its entirety and replaced by Schedule 2 attached hereto. |
B. | As hereby amended by this Amendment, the Stockholders Agreement remains in full force and effect. |
COMPANY: | ||||
SHAKE SHACK INC. | ||||
By: | /s/ Ronald Palmese Jr. | |||
Name: | Ronald Palmese Jr. | |||
Title: | General Counsel | |||
HOLDINGS: | ||||
SSE HOLDINGS, LLC | ||||
By: | /s/ Ronald Palmese Jr. | |||
Name: | Ronald Palmese Jr. | |||
Title: | General Counsel | |||
MEYER STOCKHOLDERS: | ||||
UNION SQUARE HOSPITALITY GROUP, LLC | ||||
By: | /s/ Daniel H. Meyer | |||
Name: | Daniel H. Meyer | |||
Title: | Chief Executive Officer | |||
GRAMERCY TAVERN CORP. | ||||
By: | /s/ Daniel H. Meyer | |||
Name: | Daniel H. Meyer | |||
Title: | Authorized Signatory | |||
By: | /s/ Daniel H. Meyer | |||
Daniel H. Meyer | ||||
DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12 | ||||
By: | /s/ Audrey Meyer | |||
Name: | Audrey Meyer, not individually but solely as Co-Trustee | |||
LGP STOCKHOLDERS: | ||||
GREEN EQUITY INVESTORS VI, L.P. | ||||
By: | GEI Capital VI, LLC, its General Partner | |||
By: | /s/ Lance J.T. Schumacher | |||
Lance J.T. Schumacher | ||||
Vice President - Tax | ||||
GREEN EQUITY INVESTORS SIDE VI, L.P. | ||||
By: | GEI Capital VI, LLC, its General Partner | |||
By: | /s/ Lance J.T. Schumacher | |||
Lance J.T. Schumacher | ||||
Vice President - Tax | ||||
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/ Lance J.T. Schumacher | |||
Lance J.T. Schumacher | ||||
Vice President - Tax | ||||
SEG STOCKHOLDERS: | ||||
SEG PARTNERS, L.P. | ||||
By: | SEG Partners Holdings, LLC, its general partner | |||
By: | /s/ George Loening | |||
Name: | George Loening | |||
Title: | Managing Member | |||
SEG PARTNERS II, L.P. | ||||
By: | SEG Partners II Holdings, LLC, its general partner | |||
By: | /s/ George Loening | |||
Name: | George Loening | |||
Title: | Managing Member | |||
SEG PARTNERS OFFSHORE MASTER FUND, LTD | ||||
By: | /s/ George Loening | |||
Name: | George Loening | |||
Title: | Director | |||