Statement of Changes in Beneficial Ownership (4)
June 28 2018 - 5:01PM
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
*
GARUTTI RANDALL J
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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
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O SHAKE SHACK INC., 225 VARICK STREET, SUITE 301
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/26/2018
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(Street)
NEW YORK, NY 10014
(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
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6/26/2018
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C
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30000
(1)
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A
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$0
(1)
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48041
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D
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CLASS A COMMON STOCK
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6/26/2018
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S
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5800
(2)
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D
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$66.9642
(3)
(4)
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42241
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D
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CLASS A COMMON STOCK
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6/26/2018
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S
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24200
(2)
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D
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$67.6385
(4)
(5)
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18041
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D
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CLASS B COMMON STOCK
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6/26/2018
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J
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30000
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D
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$0
(6)
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484051
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D
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CLASS B COMMON STOCK
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55972
(7)
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I
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BY TRUST
(7)
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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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Common Membership Interests
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(8)
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6/26/2018
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C
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30000
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(8)
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(8)
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CLASS A COMMON STOCK
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30000.0
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$0
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484051
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D
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Common Membership Interests
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(8)
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(8)
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(8)
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CLASS A COMMON STOCK
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55972.0
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55972
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I
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BY TRUST
(9)
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Explanation of Responses:
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(1)
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Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon a redemption of an equal number of common membership interests in SSE Holdings, LLC (the "LLC Interests").
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(2)
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Represents shares of Class A Stock that were disposed of by Mr. Garutti pursuant to a 10b5-1 trading plan entered into on May 24, 2018.
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(3)
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The transaction was executed in multiple trades at prices ranging from $66.3700 to $67.3699. The price reported above reflects the weighted average sales price.
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(4)
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Each Reporting Person hereby undertakes to provide upon request to the SEC Staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
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(5)
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The transaction was executed in multiple trades at prices ranging from $67.3700 to $67.9800. The price reported above reflects the weighted average sales price.
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(6)
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Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock ("Class B Stock") are cancelled for no consideration on a one-to-one basis upon redemption of the LLC Interests for shares of Class A Stock of the Issuer.
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(7)
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Represents shares of Class B Stock of the Issuer held by The Randall J. Garutti 2014 GS Trust (the "Trust"). Ronald Garutti, Jr. the brother of Randall Garutti, and Maria Garutti, the wife of Randall Garutti, are the trustees of the Trust. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest.
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(8)
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The LLC Interests are redeemable for an equal number of shares of the Issuer's Class A Common Stock or, at the election of the Issuer, cash equal to the volume-weighted average market price of such shares. The LLC Interests have no expiration date.
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(9)
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Represents LLC Interests held by the Trust. Each Reporting Person disclaims beneficial ownership of such interests except to the extent of such Reporting Person's pecuniary interest therein.
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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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GARUTTI RANDALL J
C/O SHAKE SHACK INC.
225 VARICK STREET, SUITE 301
NEW YORK, NY 10014
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X
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X
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Chief Executive Officer
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GARUTTI MARIA L
C/O SHAKE SHACK INC.
225 VARICK STREET, SUITE 301
NEW YORK, NY 10014
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X
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RANDALL J. GARUTTI GST TRUST DATED 12/30/2014
C/O SHAKE SHACK INC.,
225 VARICK STREET, SUITE 301
NEW YORK, NY 10014
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X
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GARUTTI RONALD J JR
C/O SHAKE SHACK INC.,
225 VARICK STREET, SUITE 301
NEW YORK, NY 10014
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X
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Signatures
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/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Randall J. Garutti
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6/28/2018
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**
Signature of Reporting Person
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Date
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/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Maria L. Garutti
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6/28/2018
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Signature of Reporting Person
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Date
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/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for The Randall J. Garutti 2014 GST Trust
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6/28/2018
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**
Signature of Reporting Person
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Date
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/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Ronald J. Garutti, Jr.
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6/28/2018
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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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