Statement of Changes in Beneficial Ownership (4)
May 23 2017 - 3:39PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Select Equity Group, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
Shake Shack Inc.
[
SHAK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
380 LAFAYETTE STREET, 6TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/19/2017
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(Street)
NEW YORK, NY 10003
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock, par value $0.001 per share
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5/19/2017
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S
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15949
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D
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$37.7124
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178210
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I
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See Footnotes
(1)
(2)
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Class A Common Stock
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5/19/2017
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S
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36022
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D
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$37.7124
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566362
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I
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See Footnotes
(1)
(3)
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Class A Common Stock
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52774
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I
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See footnotes
(1)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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See Exhibit 99.1.
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(2)
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See Exhibit 99.1.
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(3)
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See Exhibit 99.1.
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(4)
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See Exhibit 99.1.
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Remarks:
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").
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Select Equity Group, L.P.
380 LAFAYETTE STREET
6TH FLOOR
NEW YORK, NY 10003
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X
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X
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See Remarks
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SEG PARTNERS L P
C/O SELECT EQUITY GROUP
380 LAFAYETTE STREET
NEW YORK, NY 10003
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X
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X
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See Remarks
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SEG Partners Offshore Master Fund, Ltd.
C/O SELECT EQUITY GROUP
380 LAFAYETTE STREET
NEW YORK, NY 10003
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X
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X
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See Remarks
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SEG PARTNERS II L P
C/O SELECT EQUITY GROUP
380 LAFAYETTE STREET
NEW YORK, NY 10003
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X
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X
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See Remarks
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Loening George S
C/O SELECT EQUITY GROUP
380 LAFAYETTE STREET
NEW YORK, NY 10003
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X
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X
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See Remarks
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Signatures
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SELECT EQUITY GROUP, L.P., By: Select Equity GP, LLC, its general partner, By: /s/ George S. Loening
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5/23/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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