4//SEC Filing
GRAMERCY TAVERN CORP 4
Accession 0001620533-19-000122
CIK 0001620533other
Filed
Aug 15, 8:00 PM ET
Accepted
Aug 16, 5:45 PM ET
Size
8.9 KB
Accession
0001620533-19-000122
Insider Transaction Report
Form 4
Shake Shack Inc.SHAK
GRAMERCY TAVERN CORP
10% Owner
Transactions
- Conversion
CLASS B COMMON STOCK
2019-08-16−2,690,263→ 0 total - Conversion
Common Membership Interests
2019-08-16−2,690,263→ 0 total→ CLASS A COMMON STOCK (2,690,263 underlying)
Footnotes (3)
- [F1]Pursuant to a Stockholders Agreement, dated as of February 4, 2015, as amended, by and among the Reporting Person, Daniel H. Meyer, and Daniel H. Meyer 2012 Gift Trust (collectively, the "Meyer Stockholders") and other signatories party thereto, the Meyer Stockholders have the right to cause all of the shares of the Reporting Person to be exchanged for shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") pursuant to a reorganization under Section 368(a) of the Internal Revenue Code (the "Reorganization"). The Meyer Stockholders made such an election with respect to the Reporting Person.
- [F2]To effect the Reorganization, a subsidiary of the Issuer merged with and into the Reporting Person, which was then merged with and into the Issuer, resulting in (i) conversion and exchange of shares of the Reporting Person for shares of Class A Stock of the Issuer, (ii) cancellation of the Class B Common Stock ("Class B Stock") of the Issuer held by the Reporting Person, and (iii) transfer of the common membership interests in SSE Holdings, LLC (the "LLC Interests") held by the Reporting Person to the Issuer. The reported transactions are exempt under Rule 16b-6(b) and Rule 16b-7 of the Securities Exchange Act of 1934.
- [F3]The LLC Interests held by the Reporting Person are redeemable for an equal number of shares of Class A Stock of the Issuer, without expiration. However, the Reporting Person did not exercise the redemption right prior to the 368(a) reorganization and therefore did not receive an equivalent number of shares of Class A Stock of the Issuer.
Documents
Issuer
Shake Shack Inc.
CIK 0001620533
Entity typeother
Related Parties
1- filerCIK 0000911514
Filing Metadata
- Form type
- 4
- Filed
- Aug 15, 8:00 PM ET
- Accepted
- Aug 16, 5:45 PM ET
- Size
- 8.9 KB