Statement of Changes in Beneficial Ownership (4)
August 31 2020 - 6:27PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Meyer Daniel Harris |
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) _____ Other (specify below)
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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)
8/27/2020 |
(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, par value $0.001 per share | 8/27/2020 | | S | | 25000 (1)(2) | D | $65.1575 | 1224732 | I | BY TRUST (3) |
Class A Common Stock, par value $0.001 per share | | | | | | | | 1305306 | I | BY TRUST (4) |
Class A Common Stock, par value $0.001 per share | | | | | | | | 1364 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The transaction was executed in multiple trades at prices ranging from $65.00 to $65.43. The price reported above reflects the weighted average sales price. |
(2) | The Daniel H. Meyer Investment Trust d/t/d 5/15/92 (the "Investment Trust") hereby undertakes to provide upon request to the SEC staff, Shake Shack Inc. (the "Issuer") or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. |
(3) | Shares of Class A common stock ("Class A Stock") of the Issuer were disposed of by Mr. Meyer through the Investment Trust pursuant to a 10b5-1 trading plan entered into on February 26, 2020. Mr. Meyer is the grantor, trustee and beneficiary of the Investment Trust. Mr. Meyer disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(4) | Represents shares of Class A Stock of the Issuer held by the DHM 2012 Gift Trust, of which Mr. Meyer's spouse is a co-trustee and beneficiary. Mr. McQuinn is a co-trustee. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of such Reporting Persons' pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Meyer Daniel Harris C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK, NY 10014 | X | X |
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DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12 C/O SHAKE SHACK INC., 225 VARICK STREET, SUITE 301 NEW YORK, NY 10014 |
| X |
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MEYER AUDREY H C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK, NY 10014 |
| X |
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McQuinn Michael C C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK, NY 10014 |
| X |
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Signatures
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/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Daniel H. Meyer | | 8/31/2020 |
**Signature of Reporting Person | Date |
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for DHM 2012 Gift Trust U/A/D 10/31/12 | | 8/31/2020 |
**Signature of Reporting Person | Date |
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Audrey H. Meyer | | 8/31/2020 |
**Signature of Reporting Person | Date |
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Michael C. McQuinn | | 8/31/2020 |
**Signature of Reporting Person | Date |
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