0001633763-15-000004.txt : 20151008 0001633763-15-000004.hdr.sgml : 20151008 20151008172841 ACCESSION NUMBER: 0001633763-15-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20151008 DATE AS OF CHANGE: 20151008 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Shake Shack Inc. CENTRAL INDEX KEY: 0001620533 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 471941186 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88605 FILM NUMBER: 151151528 BUSINESS ADDRESS: STREET 1: 24 UNION SQUARE EAST STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: (646) 747-7200 MAIL ADDRESS: STREET 1: 24 UNION SQUARE EAST STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOAN HARRIS REVOCABLE TRUST CENTRAL INDEX KEY: 0001633763 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SHAKE SHACK INC. STREET 2: 24 UNION SQUARE EAST, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 646-747-7200 MAIL ADDRESS: STREET 1: C/O SHAKE SHACK INC. STREET 2: 24 UNION SQUARE EAST, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 SC 13D/A 1 joanharrisrevocabletrust-2.htm SC 13D/A SC 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*


Shake Shack Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
819047 101
(CUSIP Number)
Joan Harris Revocable Trust
c/o William Harris Investors, Inc.
191 N. Wacker Drive
Suite 1500
Chicago, IL 60606
(312) 621-0590
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 8, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o    
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 819047 101                Schedule 13D/A                    


 
1
Names of Reporting Persons.
 
Joan Harris Revocable Trust
 
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
 
Illinois
 
Number of Shares
Beneficially Owned by
Each Reporting
Person With:
7
Sole Voting Power
 
59,251
 
8
Shared Voting Power
 
0
 
9
Sole Dispositive Power
 
59,251
 
10
Shared Dispositive Power
 
0
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
59,251
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Securities
 
o
 
13
Percent of Class Represented by Amount in Row (11)
 
0.2% beneficial ownership of the voting stock based on 36,250,000 shares of Common Stock outstanding as of October 7, 2015
 
14
Type of Reporting Person
 
OO (trust)

Note: All share numbers on these cover pages presented on an as-converted basis.


2
CUSIP No. 819047 101                Schedule 13D/A                    


Preliminary Note
This Amendment No. 2, dated October 8, 2015 (this "Amendment No. 2"), amends and supplements the Schedule 13D filed on February 17, 2015 (as amended and supplemented to date, the "Schedule 13D") relating to shares of Class A common stock, $0.001 par value per share (the "A-Common"), of Shake Shack Inc. (the "Issuer"). Capitalized terms used in this Amendment No. 2 and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13D.

Item 4.        Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following text at the end thereof.

On October 8, 2015, the Meyer Stockholders (as defined in the Stockholders Agreement), the LGP Stockholders (as defined in the Stockholders Agreement) and the SEG Stockholders (as defined in the Stockholders Agreement) entered into Amendment No. 1 to the Stockholders Agreement, pursuant to which the Reporting Person was removed as a party to the Stockholders Agreement. As a result, the Reporting Person no longer is a member of the Voting Group.

    
Item 5.        Interest in Securities of the Issuer


Item 5(e) of the Schedule 13D is amended and restated in its entirety by inserting the following information:


(e)
October 8, 2015

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by the following:

As stated above, on October 8, 2015, the Reporting Person was removed as a party to the Stockholders Agreement pursuant to Amendment No. 1 to the Stockholders Agreement ("Amendment No. 1 to Stockholders Agreement").  Amendment No. 1 to Stockholders Agreement is discussed in Item 4 and is filed as Exhibit 7.1.

Item 7.
Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit No.
 
Description
99.1
 
Amendment No. 1 to Stockholders Agreement, dated and effective as of October 8, 2015, by and among Shake Shack Inc., SSE Holdings, LLC, the Meyer Stockholders, the LGP Stockholders and the SEG Stockholders.


3
CUSIP No. 819047 101                Schedule 13D/A                    


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: October 8, 2015
By:
  /s/ Ronald Palmese, Jr.
 
 
Ronald Palmese, Jr., Esq., Attorney-in-Fact for Joan Harris Revocable Trust


4
 EX-99.1 2 a20151008_exhibit991.htm EXHIBIT 99.1 Exhibit


AMENDMENT No. 1 TO Stockholders AGREEMENT
THIS AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT, dated and effective as of October 8, 2015 (this “Amendment”), is entered into by and among (i) Shake Shack Inc., a Delaware corporation (the “Company”), (ii) SSE Holdings, LLC, a Delaware limited liability company (“Holdings”), (iii) the Persons listed on the signature pages hereto under the caption “Meyer Stockholders” (the “Meyer Stockholders”), (iv) the Persons listed on the signature pages hereto under the caption “LGP Stockholders” (the “LGP Stockholders”) and (v) the Persons listed on the signature pages hereto under the caption “SEG Stockholders” (the “SEG Stockholders”). All capitalized terms defined herein but not used herein shall have the meanings as ascribed to such terms in the Original Stockholders Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Company, Holdings, the Meyer Stockholders, the LGP Stockholders, the SEG Stockholders and certain other stockholders of the Company (together with their Affiliates and the Meyer Stockholders, collectively, the “Management Stockholders”) have previously entered into a Stockholders Agreement, dated and effective as of February 4, 2015 (the “Original Stockholders Agreement”); and
WHEREAS, the Meyer Stockholders, the LGP Stockholders and the SEG Stockholders desire to amend the Original Stockholders Agreement as hereinafter provided to remove certain persons as Management Stockholders.
NOW, THEREFORE, Meyer Stockholders, the LGP Stockholders and the SEG Stockholders hereto agree as follows:
A.
Schedule 2 (Management Stockholders) to the Original 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 Original Stockholders Agreement remains in full force and effect.





IN WITNESS WHEREOF, each of the undersigned has signed this Amendment No. 1 to Stockholders Agreement as of the date first above written.
 
COMPANY:
 
 
 
 
SHAKE SHACK INC.
 
 
 
 
By:
/s/ Randy Garutti
 
Name:
Randy Garutti
 
Title:
Chief Executive Officer
 
HOLDINGS
 
 
 
 
SSE HOLDINGS, LLC
 
 
 
 
By:
/s/ Randy Garutti
 
Name:
Randy Garutti
 
Title:
Chief Executive Officer



[Signature Page to Amendment No. 1 to Stockholders Agreement]


 
MEYER STOCKHOLDERS:
 
 
 
 
UNION SQUARE HOSPITALITY GROUP, LLC
 
 
 
 
By:
/s/ Daniel H. Meyer
 
Name:
Daniel H. Meyer
 
Title:
Chief Executive Officer
 
UNION SQUARE CAFE CORP.
 
 
 
 
By:
/s/ Daniel H. Meyer
 
Name:
Daniel H. Meyer
 
Title:
Authorized Signatory
 
GRAMERCY TAVERN CORP.
 
 
 
 
By:
/s/ Daniel H. Meyer
 
Name:
Daniel H. Meyer
 
Title:
Authorized Signatory
 
 
 
 
/s/ Daniel H. Meyer
 
Daniel H. Meyer
 
DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12
 
 
 
 
By:
/s/ Jack R. Polsky
 
Name:
Jack R. Polsky, not individually but solely as Co-Trustee


[Signature Page to Amendment No. 1 to Stockholders Agreement]


 
LGP STOCKHOLDERS:
 
 
 
 
GREEN EQUITY INVESTORS VI, L.P.
 
 
 
 
By:
GEI Capital, VI, LLC, its General Partner
 
 
 
 
By:
/s/ J.T. Schumacher
 
J.T. Schumacher
 
Vice President - Tax
 
GREEN EQUITY INVESTORS SIDE VI, L.P.
 
 
 
 
By:
GEI Capital, VI, LLC, its General Partner
 
 
 
 
By:
/s/ J.T. Schumacher
 
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/ J.T. Schumacher
 
J.T. Schumacher
 
Vice President - Tax


[Signature Page to Amendment No. 1 to Stockholders Agreement]


 
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


[Signature Page to Amendment No. 1 to Stockholders Agreement]





SCHEDULE 2
MANAGEMENT STOCKHOLDERS
Daniel H. Meyer
Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12
Union Square Hospitality Group, LLC
Union Square Cafe Corp.
Gramercy Tavern Corp.
Jeff Flug
Flug 2012 GS Trust U/A/D 9/4/12
Gulf Five LLC
David A. Swinghamer
David A. Swinghamer Grat
Richard Coraine
Richard D. Coraine 2012 Family Trust
Karen Kochevar
Laura Sloate
Randy Garutti
The Randall J. Garutti 2014 GST Trust
Jeff Uttz
Robert Vivian
Granite Point Capital, LP
ACG Shack LLC