SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SWINGHAMER DAVID A

(Last) (First) (Middle)
C/O SHAKE SHACK INC.
24 UNION SQUARE EAST, 5TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Shake Shack Inc. [ SHAK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
CLASS A COMMON STOCK 11/12/2015 C 200,000 A (1) 200,000 D
CLASS A COMMON STOCK 11/13/2015 S 16,400 D $41.3535(2)(3) 183,600 D
CLASS A COMMON STOCK 11/13/2015 S 3,100 D $42.0003(3)(4) 180,500 D
CLASS A COMMON STOCK 11/16/2015 S 10,000 D $40.8682(3)(5) 170,500 D
CLASS A COMMON STOCK 11/16/2015 S 4,000 D $42.5968(3)(6) 166,500 D
CLASS A COMMON STOCK 11/16/2015 S 6,000 D $43.5094(3)(7) 160,500 D
CLASS B COMMON STOCK 11/12/2015 J(8) 200,000 D (8) 607,167 D
CLASS B COMMON STOCK 11/12/2015 J(8) 198,513 D (8) 20,000 I BY TRUST(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Common Membership Interests (10) 11/12/2015 C 200,000 (10) (10) CLASS A COMMON STOCK 200,000 (10) 607,167 D
Common Membership Interests (10) 11/12/2015 C 198,513 (10) (10) CLASS A COMMON STOCK 198,513 (10) 20,000 I BY TRUST(9)
1. Name and Address of Reporting Person*
SWINGHAMER DAVID A

(Last) (First) (Middle)
C/O SHAKE SHACK INC.
24 UNION SQUARE EAST, 5TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DAVID A. SWINGHAMER GRAT

(Last) (First) (Middle)
C/O SHAKE SHACK INC.
24 UNION SQUARE EAST, 5TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Swinghamer Susan

(Last) (First) (Middle)
2 DEVEREUX COURT

(Street)
RYE NY 10580

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Shares obtained upon redemption of common membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of shares of the Issuer's Class A Common Stock.
2. This transaction was executed in multiple trades at prices ranging from $41.0000 to $41.9000. The price reported above reflects the weighted average sale price.
3. The 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.
4. This transaction was executed in multiple trades at prices ranging from $42.0000 to $42.0100. The price reported above reflects the weighted average sale price.
5. This transaction was executed in multiple trades at prices ranging from $40.5100 to $41.3800. The price reported above reflects the weighted average sale price.
6. This transaction was executed in multiple trades at prices ranging from $42.1400 to $43.1000. The price reported above reflects the weighted average sale price.
7. This transaction was executed in multiple trades at prices ranging from $43.1800 to $43.7500. The price reported above reflects the weighted average sale price.
8. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Common Stock.
9. Held directly by the David A. Swinghamer GRAT, of which Susan Swinghamer, the Reporting Person's wife, is the trustee and beneficiary. Each of David Swinghamer and Susan Swinghamer disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his or her pecuniary interest therein.
10. 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.
Remarks:
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for David A. Swinghamer 11/16/2015
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for David A. Swinghamer GRAT 11/16/2015
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Susan Swinghamer 11/16/2015
** Signature of Reporting Person Date
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