FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Shake Shack Inc. [ SHAK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/15/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
CLASS A COMMON STOCK | 01/15/2021 | M(1) | 145,000 | A | $21 | 196,891 | D | |||
CLASS A COMMON STOCK | 01/15/2021 | S | 13,209 | D | $109.3082(2)(3) | 183,682 | D | |||
CLASS A COMMON STOCK | 01/15/2021 | S | 21,952 | D | $110.3464(3)(4) | 161,730 | D | |||
CLASS A COMMON STOCK | 01/15/2021 | S | 77,394 | D | $111.1644(3)(5) | 84,336 | D | |||
CLASS A COMMON STOCK | 01/15/2021 | S | 8,687 | D | $112.1392(3)(6) | 75,649 | D | |||
CLASS A COMMON STOCK | 01/15/2021 | S | 13,258 | D | $113.2444(3)(7) | 62,391 | D | |||
CLASS A COMMON STOCK | 01/15/2021 | S | 5,089 | D | $114.3794(3)(8) | 57,302 | D | |||
CLASS A COMMON STOCK | 01/15/2021 | S | 4,311 | D | $115.2811(3)(9) | 52,991 | D | |||
CLASS A COMMON STOCK | 01/15/2021 | S | 1,100 | D | $116.2064(3)(10) | 51,891 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $21 | 01/15/2021 | M | 145,000 | (11) | 01/29/2025 | CLASS A COMMON STOCK | 145,000 | $0 | 140,000 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The transactions reported on this Form 4 were all effected pursuant to a 10b5-1 trading plan entered into on September 16, 2020. |
2. The transaction was executed in multiple trades at prices ranging from $108.79 to $109.7899. The price reported above reflects the weighted average sales price. |
3. Each Reporting Person hereby undertakes to provide upon request to the SEC staff, Shake Shack Inc. (the "Issuer") or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. |
4. The transaction was executed in multiple trades at prices ranging from $109.79 to $110.7899. The price reported above reflects the weighted average sales price. |
5. The transaction was executed in multiple trades at prices ranging from $110.79 to $111.7899. The price reported above reflects the weighted average sales price. |
6. The transaction was executed in multiple trades at prices ranging from $111.79 to $112.7899. The price reported above reflects the weighted average sales price. |
7. The transaction was executed in multiple trades at prices ranging from $112.79 to $113.7899. The price reported above reflects the weighted average sales price. |
8. The transaction was executed in multiple trades at prices ranging from $113.79 to $114.7899. The price reported above reflects the weighted average sales price. |
9. The transaction was executed in multiple trades at prices ranging from $114.79 to $115.7899. The price reported above reflects the weighted average sales price. |
10. The transaction was executed in multiple trades at prices ranging from $115.79 to $116.43. The price reported above reflects the weighted average sales price. |
11. An option to purchase 685,000 shares of Class A common stock at $21 per share was granted to Mr. Garutti on January 29, 2015. 137,000 options vested on each of January 29, 2016, January 29, 2017, January 29, 2018, January 29, 2019, and January 20, 2020. |
Remarks: |
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Randall J. Garutti | 01/20/2021 | |
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Maria L. Garutti | 01/20/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |