STOCKHOLDER'S EQUITY

12 Months Ended

Dec. 25, 2019

STOCKHOLDERS' EQUITY

Redemptions of LLC Interests

The SSE Holdings LLC Agreement provides that holders of LLC Interests may, from time to time, require SSE Holdings to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption or exchange, we receive a corresponding number of LLC Interests, increasing our total ownership interest in SSE Holdings. Simultaneously, and in connection with a redemption, the corresponding number of shares of Class B common stock are surrendered and canceled.

The following table summarizes redemptions of LLC Interests activity during fiscal 2019, 2018 and 2017.



		2019	2018	2017
Redemption and acquisition of LLC Interests
	Number of LLC Interests redeemed by non-controlling interest holders	1,721,887	2,692,660	1,003,585
	Number of LLC Interests acquired in connection with the Gramercy Tavern Merger	2,690,263	—	—
	Number of LLC Interests received by Shake Shack Inc.	4,412,150	2,692,660	1,003,585
Issuance of Class A common stock
	Shares of Class A common stock issued in connection with redemptions of LLC Interests	1,721,887	2,692,660	1,003,585
	Shares of Class A common stock issued in connection with the Gramercy Tavern Merger	2,690,263	—	—
Cancellation of Class B common stock
	Shares of Class B common stock surrendered and canceled	1,721,887	2,692,660	1,003,585
	Shares of Class B common stock surrendered and canceled in connection with the Gramercy Tavern Merger	2,690,263	—	—

Stock Compensation Plan Activity

We received an aggregate of 484,319, 300,696 and 372,508 LLC Interests in connection with the activity under our stock compensation plan during fiscal 2019, 2018 and 2017, respectively.

Dividend Restrictions

We are a holding company with no direct operations. As a result, our ability to pay cash dividends on our common stock, if any, is dependent upon cash dividends, distributions or other transfers from SSE Holdings. The amounts available to us to pay cash dividends are subject to certain covenants and restrictions set forth in the revolving credit facility. As of December 25, 2019, essentially all of the net assets of SSE Holdings were restricted. See Note 9 for more information regarding the covenants and restrictions set forth in the Revolving Credit Facility.

Gramercy Tavern Corp. Merger

Pursuant to a Stockholders Agreement, dated as of February 4, 2015, as amended, by and among Daniel H. Meyer, the Daniel H. Meyer 2012 Gift Trust dtd 10/31/12 (the "Gift Trust"), other affiliates (collectively, the "Meyer Stockholders") and other parties thereto, the Meyer Stockholders had the right to cause all of the shares of Gramercy Tavern Corp. ("GTC") to be exchanged for shares of our Class A common stock pursuant to a tax-free reorganization. In August 2019, the Meyer Stockholders exercised their right with respect to GTC (the "GTC Merger"). To effect the GTC Merger, a newly-formed wholly-owned subsidiary of Shake Shack Inc. merged with and into GTC, with GTC as the surviving entity, which was then merged with and into Shake Shack Inc. Prior to the GTC Merger, GTC owned 2,690,263 LLC Interests and an equivalent number of shares of our Class B common stock. The stockholders of GTC, received on a one-for-one basis, 2,690,263 shares of Class A common stock based upon the amount of shares of GTC held by the stockholders; all of the shares of Class B common stock held by GTC were canceled; and all of the LLC Interests held by GTC were transferred to us.