Statement of Changes in Beneficial Ownership (4)
October 03 2019 - 4:35PM
Edgar (US Regulatory)
FORM 4
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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
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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
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GARUTTI RANDALL J |
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 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2019
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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
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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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10/1/2019
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M(1)
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60000
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A
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$21
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90702
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D
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CLASS A COMMON STOCK
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10/1/2019
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S(1)
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47190
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D
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$93.2822 (2)(3)
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43512
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D
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CLASS A COMMON STOCK
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10/1/2019
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S(1)
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6510
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D
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$94.0378 (3)(4)
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37002
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D
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CLASS A COMMON STOCK
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10/1/2019
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S(1)
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2000
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D
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$95.2161 (3)(5)
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35002
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D
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CLASS A COMMON STOCK
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10/1/2019
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S(1)
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1299
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D
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$96.1819 (3)(6)
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33703
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D
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CLASS A COMMON STOCK
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10/1/2019
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S(1)
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2811
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D
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$97.1812 (3)(7)
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30892
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D
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CLASS A COMMON STOCK
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10/1/2019
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S(1)
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190
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D
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$97.9266 (3)(8)
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30702
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D
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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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Stock Option (Right to Buy)
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$21.0
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10/1/2019
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M
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60000
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(9)
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1/29/2025
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CLASS A COMMON STOCK
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60000.0
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$0
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565000
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D
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Explanation of Responses:
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(1)
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The transactions reflected in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan that was adopted by Mr. Garutti on August 7, 2019.
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(2)
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The transaction was executed in multiple trades at prices ranging from $92.6950 to $93.6949. The price reported above reflects the weighted average sales price.
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(3)
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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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(4)
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The transaction was executed in multiple trades at prices ranging from $93.6950 to $94.6949. The price reported above reflects the weighted average sales price.
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(5)
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The transaction was executed in multiple trades at prices ranging from $94.6950 to $95.6949. The price reported above reflects the weighted average sales price.
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(6)
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The transaction was executed in multiple trades at prices ranging from $95.6950 to $96.6949. The price reported above reflects the weighted average sales price.
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(7)
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The transaction was executed in multiple trades at prices ranging from $96.6950 to $97.6949. The price reported above reflects the weighted average sales price.
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(8)
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The transaction was executed in multiple trades at prices ranging from $97.6950 to $97.9300. The price reported above reflects the weighted average sales price.
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(9)
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An option to purchase 685,000 shares of Class A Common Stock of Shake Shack Inc. (the "Issuer") at $21 per share was granted to Mr. Garutti on January 29, 2015. 137,000 options vested on each of January 29, 2016, January 29, 2017, January 29, 2018 and January 29, 2019, and 137,000 options will vest on January 29, 2020, subject to Mr. Garutti's continued service with the Issuer.
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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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Signatures
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/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Randall J. Garutti
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10/3/2019
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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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10/3/2019
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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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