0001104659-20-124443.txt : 20201112 0001104659-20-124443.hdr.sgml : 20201112 20201112163046 ACCESSION NUMBER: 0001104659-20-124443 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20201112 DATE AS OF CHANGE: 20201112 GROUP MEMBERS: DHM 2012 GIFT TRUST U/A/D 10/31/12 SUBJECT COMPANY: 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: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88605 FILM NUMBER: 201307215 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Meyer Daniel Harris CENTRAL INDEX KEY: 0001463932 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 24 UNION SQUARE EAST STREET 2: SIXTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 SC 13D/A 1 tm2035499d1_sc13da.htm SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 9)*+

 

Shake Shack Inc.

(Name of Issuer)

 

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

819047 101

(CUSIP Number)

 

 

Daniel H. Meyer

c/o Shake Shack Inc.

225 Varick Street

Suite 301

New York, NY 10014

November 9, 2020

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

+ Represents (i) Amendment No. 9 to the Schedule 13D filed by Daniel H. Meyer and (ii) Amendment No. 7 to the Schedule 13D filed by the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12, now known as the DHM 2012 Gift Trust U/A/D 10/31/12

 

 

 

 

CUSIP No. 819047 101 Schedule 13D/A  

 

1 Names of Reporting Persons.  
Daniel H. Meyer(1)  
2 Check the Appropriate Box if a Member of a Group  
(a)  ¨  
(b)  x  
3 SEC Use Only  
 
4 Source of Funds  
PF  
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  
¨  
6 Citizenship or Place of Organization  
United States of America  

Number of Shares

Beneficially Owned by

Each Reporting

Person With:

 

 7 Sole Voting Power  
921,250  
8 Shared Voting Power  
3,166,363(2)  
9 Sole Dispositive Power  
921,250  
10 Shared Dispositive Power  
3,166,363(2)  
11 Aggregate Amount Beneficially Owned by Each Reporting Person  
4,087,613  
12 Check if the Aggregate Amount in Row (11) Excludes Certain Securities  
¨  
13 Percent of Class Represented by Amount in Row (11)  
10.2%  
14 Type of Reporting Person  
IN  
         

(1)Includes securities that are held by the Daniel H. Meyer Investment Trust dated 5/15/92 of which Mr. Meyer serves as the grantor, trustee and beneficiary.
(2)Consists of securities that are held by the DHM 2012 Gift Trust U/A/D 10/31/12, formerly the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12.

 

 

 

CUSIP No. 819047 101 Schedule 13D/A  

 

1 Names of Reporting Persons.  
DHM 2012 Gift Trust U/A/D 10/31/12(1)  
2 Check the Appropriate Box if a Member of a Group  
(a)  ¨  
(b)  x  
3 SEC Use Only  
 
4 Source of Funds  
OO (Cash from Trust)  
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  
¨  
6 Citizenship or Place of Organization  
Illinois  

Number of Shares

Beneficially Owned by

Each Reporting

Person With:

 

 7 Sole Voting Power  
—  
8 Shared Voting Power  
3,166,363  
9 Sole Dispositive Power  
—  
10 Shared Dispositive Power  
3,166,363  
11 Aggregate Amount Beneficially Owned by Each Reporting Person  
3,166,363  
12 Check if the Aggregate Amount in Row (11) Excludes Certain Securities  
¨  
13 Percent of Class Represented by Amount in Row (11)  
7.8%  
14 Type of Reporting Person  
OO  
         

(1)Audrey Meyer, Mr. Meyer's wife, and Mike McQuinn are the Trustees of the DHM 2012 Gift Trust U/A/D 10/31/12.

 

 

 

CUSIP No. 819047 101 Schedule 13D/A  

 

 

Preliminary Note

 

This filing, dated November 12, 2020 (this "Amendment"), amends and supplements the Schedule 13Ds initially filed on February 17, 2015 for each of Daniel H. Meyer and the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12, now known as the DHM 2012 Gift Trust U/A/D 10/31/12 (the “Gift Trust”) (as amended and supplemented to date, the "Schedule 13Ds") relating to shares of Class A common stock, $0.001 par value per share (the "A-Common"), of Shake Shack Inc. (the "Issuer"). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13Ds.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Schedule 13Ds is amended and restated in its entirety as follows:

 

(a)-(b)

 

The aggregate percentage of shares of A-Common reported to be beneficially owned by the Reporting Persons is based upon a total of 38,499,877 shares of A-Common outstanding, which is the total number of shares of Class A common stock told by the Issuer to the Reporting Persons to be outstanding as of November 6, 2020.

 

At the close of business on November 11, 2020, the Reporting Persons may be deemed to beneficially own 4,087,613 shares of A-Common in the aggregate, constituting approximately 10.2% of the shares of A-Common outstanding, as set forth in further detail below:

 

Reporting Person  

Amount

beneficially

owned

  

Percent

of class

  

Sole power 

to vote or to

direct the vote

  

Shared power

to vote or to

direct the vote

  

Sole power to

dispose or to

direct the

disposition of

  

Shared power

to dispose or to

direct the

disposition of

DANIEL H. MEYER(1)   4,087,613   10.2%   921,250(3)   3,166,363   921,250   3,166,363

DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12(2)

   3,166,363(4)   7.8%   —   3,166,363   —   3,166,363

 

     

(1)Includes securities that are held by the Daniel H. Meyer Investment Trust d/t/d 5/15/92, of which Mr. Meyer serves as the grantor, trustee and beneficiary. Mr. Meyer disclaims beneficial ownership of the securities held by the Gift Trust.
(2)Audrey Meyer, Mr. Meyer's wife, and Mike McQuinn are the Trustees of the Gift Trust.
(3)Consists of 910,996 shares of A-Common and 10,254 shares of A-Common subject to stock options.
(4)Consists of 1,861,057 shares of Class B common stock that can be converted to shares of A-Common, and 1,305,306 shares of A-Common.

 

 

 

CUSIP No. 819047 101 Schedule 13D/A  

 

 

(c) The following table sets forth the transactions with respect to shares of A-Common effected in the past sixty days by the Reporting Persons. Each day's sales comprised open market transactions made on that day, and the price per share reported for each sale is the weighted average sales price. The Reporting Persons will provide upon request of the SEC staff the full information regarding the number of shares purchased or sold at each separate price. All transactions reported in the following table were effected pursuant to a Rule 10b5-1 plan entered into on August 28, 2020.

  

Reporting Person   Date of Transaction  

Number of Shares

Acquired (A) or

Disposed (D) of

   Price per Share
DANIEL H. MEYER*   September 10, 2020   17,501 (D)     $70.3695(1)
DANIEL H. MEYER*   September 10, 2020   7,499 (D)     $71.2236(2)
DANIEL H. MEYER*   October 1, 2020   65,274 (D)     $64.7791(3)
DANIEL H. MEYER*   October 1, 2020   4,700 (D)     $65.1845(4)
DANIEL H. MEYER*   October 2, 2020   5,026 (D)     $65.2067(5)
DANIEL H. MEYER*   October 8, 2020   25,000 (D)     $70.2680(6)
DANIEL H. MEYER*   October 23, 2020   14,115 (D)     $75.0555(7)
DANIEL H. MEYER*   November 2, 2020   39,609 (D)     $64.6845(8)
DANIEL H. MEYER*   November 2, 2020   31,273 (D)     $65.4298(9)
DANIEL H. MEYER*   November 2, 2020   1,376 (D)     $66.4468(10)
DANIEL H. MEYER*   November 2, 2020   2,742 (D)     $67.6439(11)
DANIEL H. MEYER*   November 4, 2020   25,000 (D)     $70.1251(12)
DANIEL H. MEYER*   November 9, 2020   300     $79.26(13)
DANIEL H. MEYER*   November 9, 2020   400     $80.325(14)
DANIEL H. MEYER*   November 9, 2020   2,559     $82.0911(15)
DANIEL H. MEYER*   November 9, 2020   10,467     $82.9031(16)
DANIEL H. MEYER*   November 9, 2020   8,477     $83.7027(17)
DANIEL H. MEYER*   November 9, 2020   1,322     $84.68(18)
DANIEL H. MEYER*   November 9, 2020   1,275     $85.8461(19)
DANIEL H. MEYER*   November 9, 2020   200     $86.4450(20)

 

* The transaction was effected by the Investment Trust.

(1)The transaction was executed in multiple trades at prices ranging from $70.00 to $70.99.
(2)The transaction was executed in multiple trades at prices ranging from $71.00 to $71.40.
(3)The transaction was executed in multiple trades at prices ranging from $64.10 to $65.0999.
(4)The transaction was executed in multiple trades at prices ranging from $65.10 to $65.34.
(5)The transaction was executed in multiple trades at prices ranging from $65.00 to $65.52.
(6)The transaction was executed in multiple trades at prices ranging from $70.00 to $70.69.
(7)The transaction was executed in multiple trades at prices ranging from $75.00 to $75.33.
(8)The transaction was executed in multiple trades at prices ranging from $64.14 to $65.1399.
(9)The transaction was executed in multiple trades at prices ranging from $65.14 to $66.1399.
(10)The transaction was executed in multiple trades at prices ranging from $66.14 to $67.1399.
(11)The transaction was executed in multiple trades at prices ranging from $67.14 to $67.70.
(12)The transaction was executed in multiple trades at prices ranging from $67.14 to $67.70.
(13)The transaction was executed in multiple trades at prices ranging from $79.26 to $80.2599.
(14)The transaction was executed in multiple trades at prices ranging from $80.26 to $81.2599.
(15)The transaction was executed in multiple trades at prices ranging from $81.26 to $82.2599.
(16)The transaction was executed in multiple trades at prices ranging from $82.26 to $83.2599.
(17)The transaction was executed in multiple trades at prices ranging from $83.26 to $84.2599.
(18)The transaction was executed in multiple trades at prices ranging from $84.26 to $85.2599.
(19)The transaction was executed in multiple trades at prices ranging from $85.26 to $86.2599.
(20)The transaction was executed in multiple trades at prices ranging from $86.26 to $86.50.

 

(d)None.
(e)Not applicable.

 

 

 

CUSIP No. 819047 101 Schedule 13D/A  

  

 

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

Not applicable.

  

Item 7.Materials to be Filed as Exhibits

 

None.

 

 

 

CUSIP No. 819047 101 Schedule 13D/A  

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 12, 2020 By:     /s/   Ronald Palmese, Jr.  
   

Ronald Palmese, Jr., Esq., Attorney-in-Fact for

Daniel H. Meyer

     
     
Dated: November 12, 2020 By:   /s/   Ronald Palmese, Jr.  
   

Ronald Palmese, Jr., Esq., Attorney-in-Fact for

DHM 2012 Gift Trust U/A/D 10/31/12