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