0001209191-16-135690.txt : 20160805
0001209191-16-135690.hdr.sgml : 20160805
20160805160233
ACCESSION NUMBER: 0001209191-16-135690
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160803
FILED AS OF DATE: 20160805
DATE AS OF CHANGE: 20160805
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: 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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LGP Malted Coinvest LLC
CENTRAL INDEX KEY: 0001568925
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36823
FILM NUMBER: 161811131
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310.954.0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LGP MANAGEMENT INC
CENTRAL INDEX KEY: 0001175525
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36823
FILM NUMBER: 161811134
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD
STREET 2: STE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEONARD GREEN PARTNERS LP
CENTRAL INDEX KEY: 0001175523
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36823
FILM NUMBER: 161811135
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD
STREET 2: STE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 213-229-7512
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD
STREET 2: STE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GEI Capital VI, LLC
CENTRAL INDEX KEY: 0001632071
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36823
FILM NUMBER: 161811136
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Green Equity Investors Side VI, L.P.
CENTRAL INDEX KEY: 0001531059
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36823
FILM NUMBER: 161811138
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Green VI Holdings, LLC
CENTRAL INDEX KEY: 0001632074
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36823
FILM NUMBER: 161811137
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERIDOT COINVEST MANAGER LLC
CENTRAL INDEX KEY: 0001632725
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36823
FILM NUMBER: 161811133
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Green Equity Investors VI, L.P.
CENTRAL INDEX KEY: 0001531051
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36823
FILM NUMBER: 161811139
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-08-03
0
0001620533
Shake Shack Inc.
SHAK
0001531051
Green Equity Investors VI, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001531059
Green Equity Investors Side VI, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001632074
Green VI Holdings, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001632071
GEI Capital VI, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001175523
LEONARD GREEN PARTNERS LP
11111 SANTA MONICA BLVD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001175525
LGP MANAGEMENT INC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001632725
PERIDOT COINVEST MANAGER LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES,
CA
90025
1
0
1
0
0001568925
LGP Malted Coinvest LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
Class A Common Stock
2016-08-03
4
S
0
7574
38.46
D
334497
D
Class A Common Stock
2016-08-03
4
S
0
553
38.46
D
18699
D
Class A Common Stock
2016-08-03
4
S
0
4514
38.46
D
2029148
D
Class A Common Stock
2016-08-03
4
S
0
22384
39.28
D
312113
D
Class A Common Stock
2016-08-03
4
S
0
1634
39.28
D
17065
D
Class A Common Stock
2016-08-03
4
S
0
13341
39.28
D
2015807
D
Class A Common Stock
2016-08-04
4
S
0
25965
39.03
D
286148
D
Class A Common Stock
2016-08-04
4
S
0
1895
39.03
D
15170
D
Class A Common Stock
2016-08-04
4
S
0
15475
39.03
D
2000332
D
Class A Common Stock
2016-08-04
4
S
0
3995
39.86
D
282153
D
Class A Common Stock
2016-08-04
4
S
0
291
39.86
D
14879
D
Class A Common Stock
2016-08-04
4
S
0
2380
39.86
D
1997952
D
Class B Common Stock
Class A Common Stock
3070099
D
Class B Common Stock
Class A Common Stock
229801
D
Employee Stock Option (right to buy)
34.62
2017-05-19
2026-05-19
Class A Common Stock
2003
10254
I
See footnote
Employee Stock Option (right to buy)
21.00
2016-01-29
2025-01-29
Class A Common Stock
8251
10254
I
See footnote
Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of the Issuer sold by Green Equity Investors VI, L.P. ("GEI VI").
This transaction was executed in multiple trades at prices ranging from $37.87 to $38.86. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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 Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("GEI Side VI"). Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Malted Coinvest LLC ("Malted"), and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
Each of GEI VI, GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings, 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 some or all of the A-Common owned by GEI VI, GEI Side VI, or Malted, or the shares of Class B Common Stock, par value $0.001 per share ("B-Common") and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC owned by GEI VI and Malted (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder.
Each of GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
Represents shares sold by Malted.
Represents shares owned by Malted.
Each of GEI VI, GEI Side VI, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Malted, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
Represents shares sold by GEI Side VI.
Represents shares owned by GEI Side VI.
Each of GEI VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
This transaction was executed in multiple trades at prices ranging from $38.89 to $39.65. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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.
This transaction was executed in multiple trades at prices ranging from $38.55 to $39.54. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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.
This transaction was executed in multiple trades at prices ranging from $39.69 to $39.98. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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.
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.
These options will vest on May 19, 2017.
Represents options granted in respect of Mr. Sokoloff's service on the Issuer's board of directors. Of the 10,254 options reported, 8,251 vested on
January 29, 2016 and 2,003 will vest on May 19, 2017.
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 LGP. LGP 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 such options.
These options vested on January 29, 2016.
Mr. Jonathan D. Sokoloff is a member of the board of directors of the Issuer, and he is also a limited partner of LGP, which is an affiliate of LGPM, Peridot, Capital, Holdings, GEI VI, GEI Side VI, and Malted (the "LGP Entities"). Accordingly, Mr. Sokoloff may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
/s/ Lance J.T. Schumacher, attorney-in-fact
2016-08-05