0001620533-18-000109.txt : 20180829 0001620533-18-000109.hdr.sgml : 20180829 20180829183745 ACCESSION NUMBER: 0001620533-18-000109 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180827 FILED AS OF DATE: 20180829 DATE AS OF CHANGE: 20180829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flug Jeffrey CENTRAL INDEX KEY: 0001396917 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 181045213 MAIL ADDRESS: STREET 1: C/O PENNANTPARK INVESTMENT CORPORATION STREET 2: 445 PARK AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FLUG SHERYL H CENTRAL INDEX KEY: 0001633964 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 181045214 MAIL ADDRESS: STREET 1: C/O SHAKE SHACK INC. STREET 2: 24 UNION SQUARE EAST, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gulf Five Fiduciary Management Corp CENTRAL INDEX KEY: 0001706756 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 181045215 BUSINESS ADDRESS: STREET 1: PO BOX 308 CITY: WILSON STATE: WY ZIP: 83014 BUSINESS PHONE: 9178801401 MAIL ADDRESS: STREET 1: PO BOX 308 CITY: WILSON STATE: WY ZIP: 83014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flug 2015 GS Trust U/A/D 12/29/15 CENTRAL INDEX KEY: 0001706704 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36823 FILM NUMBER: 181045216 BUSINESS ADDRESS: STREET 1: PO BOX 308 CITY: WILSON STATE: WY ZIP: 83014 BUSINESS PHONE: 917-880-1401 MAIL ADDRESS: STREET 1: PO BOX 308 CITY: WILSON STATE: WY ZIP: 83014 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 wf-form4_153558224735412.xml FORM 4 X0306 4 2018-08-27 0 0001620533 Shake Shack Inc. SHAK 0001396917 Flug Jeffrey C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK NY 10014 1 0 1 0 0001633964 FLUG SHERYL H C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK NY 10014 0 0 1 0 0001706756 Gulf Five Fiduciary Management Corp C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK NY 10014 0 0 1 0 0001706704 Flug 2015 GS Trust U/A/D 12/29/15 C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK NY 10014 0 0 1 0 CLASS A COMMON STOCK 2018-08-27 4 C 0 100000 0 A 100000 I BY TRUST CLASS A COMMON STOCK 2018-08-29 4 S 0 25000 58.4618 D 75000 I BY TRUST CLASS B COMMON STOCK 2018-08-27 4 J 0 100000 0 D 172574 I BY TRUST CLASS A COMMON STOCK 4415 D Common Membership Interests 2018-08-27 4 C 0 100000 0 D CLASS A COMMON STOCK 100000.0 172574 I BY TRUST Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon a redemption of an equal number of common membership interests in SSE Holdings, LLC (the "LLC Interests"). Represents shares of Class A Stock held by Flug 2015 GS Trust U/A/D 12/29/15 (the "Trust"). Gulf Five Fiduciary Management Corp is the trustee of the Trust. Sheryl Flug, the wife of Jeffrey Flug, is the President of Gulf Five Fiduciary Management Corp. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein. The transaction as executed in multiple trades at prices ranging from $58.2500 to $58.8700. The price reported above reflects the weighted average sales price. Each 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. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock ("Class B Stock") are cancelled for no consideration on a one-to-one basis upon redemption of the LLC Interests for shares of Class A Stock of the Issuer. Represents shares of Class B Common Stock held by the Trust. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein. 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. Represents LLC Interests held by the Trust. Each Reporting Person disclaims beneficial ownership of such interests except to the extent of such Reporting Person's pecuniary interest therein. /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Jeffrey Flug 2018-08-29 /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Flug 2015 GS Trust U/A/D 12/29/15, by Gulf Five Fiduciary Management Corp., its Trustee 2018-08-29 /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Gulf Five Fiduciary Management Corp, by Sheryl Flug, its President 2018-08-29 /s/ Ronald Palmese, Jr., Esq. Attorney-in-Fact for Sheryl Flug 2018-08-29