0001209191-18-049975.txt : 20180906 0001209191-18-049975.hdr.sgml : 20180906 20180906203252 ACCESSION NUMBER: 0001209191-18-049975 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180904 FILED AS OF DATE: 20180906 DATE AS OF CHANGE: 20180906 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOKOLOFF JONATHAN D CENTRAL INDEX KEY: 0001175522 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 181058761 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 225 VARICK STREET STREET 2: SUITE 301 CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: (646) 747-7200 MAIL ADDRESS: STREET 1: 225 VARICK STREET STREET 2: SUITE 301 CITY: NEW YORK STATE: NY ZIP: 10014 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-09-04 0 0001620533 Shake Shack Inc. SHAK 0001175522 SOKOLOFF JONATHAN D 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 0 0 Class A Common Stock 2018-09-04 4 S 0 171221 59.74 D 2205940 I See footnote Class A Common Stock 2018-09-04 4 S 0 28779 58.76 D 2177161 I See footnote Class A Common Stock 2018-09-06 4 S 0 35897 58.18 D 2141264 I See footnote Class A Common Stock 2018-09-06 4 S 0 14103 59.01 D 2127161 I See footnote Class A Common Stock 1032 D Employee Stock Option (right to buy) 34.62 2017-05-19 2026-05-19 Class A Common Stock 2003 10254 D Employee Stock Option (right to buy) 21.00 2016-01-29 2025-01-29 Class A Common Stock 8251 10254 D Class B Common Stock Class A Common Stock 1267416 I See footnote Represents shares of Class A common stock, par value $0.001 per share ("A-Common") sold by Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), and LGP Malted Coinvest LLC ("Malted"). Of the shares of A-Common sold, 102,589 were sold by GEI VI, 61,144 were sold by GEI Side VI, and 7,488 were sold by Malted. GEI VI's, GEI Side VI's, and Malted's A-Common, together with GEI VI's and Malted's B-Common and LLC Interests, are collectively referred to herein as the "Equity Interests." This transaction was executed in multiple trades at prices ranging from $59.15 to $60.13. The price reported reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected. Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 899,910 are owned by GEI VI, 1,240,346 are owned by GEI Side VI, and 65,684 are owned by Malted. Mr. Sokoloff directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by GEI VI, GEI Side VI, and Malted. Mr. Sokoloff disclaims beneficial ownership of the shares owned by each of GEI VI, GEI Side VI, and Malted, except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 17,243 were sold by GEI VI, 10,277 were sold by GEI Side VI, and 1,259 were sold by Malted. This transaction was executed in multiple trades at prices ranging from $58.61 to $59.11. The price reported reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected. Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 882,667 are owned by GEI VI, 1,230,069 are owned by GEI Side VI, and 64,425 are owned by Malted. Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 21,508 were sold by GEI VI, 12,819 were sold by GEI Side VI, and 1,570 were sold by Malted. This transaction was executed in multiple trades at prices ranging from $57.82 to $58.8. The price reported reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected. Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 861,159 are owned by GEI VI, 1,217,250 are owned by GEI Side VI, and 62,855 are owned by Malted. Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 8,450 were sold by GEI VI, 5,036 were sold by GEI Side VI, and 617 were sold by Malted. This transaction was executed in multiple trades at prices ranging from $58.905 to $59.13. The price reported reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected. Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 852,709 are owned by GEI VI, 1,212,214 are owned by GEI Side VI, and 62,238 are owned by Malted. Represents shares of A-Common of the Issuer underlying restricted stock units awarded to the reporting person pursuant to the Issuer's 2015 Incentive Award Plan, as amended, and the Issuer's Non-Employee Director Compensation Policy on June 12, 2018 and June 12, 2017. The restricted stock units represent the right to receive shares of A-Common, subject to the reporting person's continued service with the Issuer. Of the 1,032 shares of A-Common reported, 642 are fully vested and 390 will vest on June 12, 2019. These options are fully vested. The options reported on this row were granted in respect of Mr. Sokoloff's service on the Issuer's board of directors and are held by Mr. Sokoloff for the benefit of Leonard Green & Partners, L.P. These options are fully vested. Pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, shares of B-Common can be paired with LLC Interests on a one-to-one basis and tendered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election). Not applicable. Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 1,181,199 are owned by GEI VI and 86,217 are owned by Malted. Mr. Sokoloff directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests. Mr. Sokoloff disclaims beneficial ownership of the Equity Interests held by each of GEI VI, GEI Side VI, and Malted except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. /s/ Andrew Goldberg, attorney-in-fact 2018-09-06