4//SEC Filing
Flug Jeffrey 4
Accession 0001620533-20-000099
CIK 0001620533other
Filed
Oct 27, 8:00 PM ET
Accepted
Oct 28, 5:58 PM ET
Size
19.9 KB
Accession
0001620533-20-000099
Insider Transaction Report
Form 4
Shake Shack Inc.SHAK
Flug Jeffrey
Director10% Owner
Transactions
- Conversion
CLASS A COMMON STOCK
2020-10-26+50,000→ 50,000 total(indirect: By Trust) - Sale
CLASS A COMMON STOCK
2020-10-27$70.90/sh−36,794$2,608,772→ 13,206 total(indirect: By Trust) - Sale
CLASS A COMMON STOCK
2020-10-27$71.58/sh−13,206$945,246→ 0 total(indirect: By Trust) - Other
CLASS B COMMON STOCK
2020-10-26−50,000→ 0 total(indirect: By Trust) - Conversion
Common Membership Interests
2020-10-26+50,000→ 0 total(indirect: By Trust)→ CLASS A COMMON STOCK (50,000 underlying)
Holdings
- 6,750
CLASS A COMMON STOCK
FLUG SHERYL H
10% Owner
Transactions
- Conversion
Common Membership Interests
2020-10-26+50,000→ 0 total(indirect: By Trust)→ CLASS A COMMON STOCK (50,000 underlying) - Other
CLASS B COMMON STOCK
2020-10-26−50,000→ 0 total(indirect: By Trust) - Sale
CLASS A COMMON STOCK
2020-10-27$71.58/sh−13,206$945,246→ 0 total(indirect: By Trust) - Conversion
CLASS A COMMON STOCK
2020-10-26+50,000→ 50,000 total(indirect: By Trust) - Sale
CLASS A COMMON STOCK
2020-10-27$70.90/sh−36,794$2,608,772→ 13,206 total(indirect: By Trust)
Holdings
- 6,750
CLASS A COMMON STOCK
Flug 2015 GS Trust U/A/D 12/29/15
10% Owner
Transactions
- Other
CLASS B COMMON STOCK
2020-10-26−50,000→ 0 total(indirect: By Trust) - Conversion
Common Membership Interests
2020-10-26+50,000→ 0 total(indirect: By Trust)→ CLASS A COMMON STOCK (50,000 underlying) - Sale
CLASS A COMMON STOCK
2020-10-27$70.90/sh−36,794$2,608,772→ 13,206 total(indirect: By Trust) - Conversion
CLASS A COMMON STOCK
2020-10-26+50,000→ 50,000 total(indirect: By Trust) - Sale
CLASS A COMMON STOCK
2020-10-27$71.58/sh−13,206$945,246→ 0 total(indirect: By Trust)
Holdings
- 6,750
CLASS A COMMON STOCK
Gulf Five Fiduciary Management Corp
10% Owner
Transactions
- Conversion
Common Membership Interests
2020-10-26+50,000→ 0 total(indirect: By Trust)→ CLASS A COMMON STOCK (50,000 underlying) - Conversion
CLASS A COMMON STOCK
2020-10-26+50,000→ 50,000 total(indirect: By Trust) - Sale
CLASS A COMMON STOCK
2020-10-27$70.90/sh−36,794$2,608,772→ 13,206 total(indirect: By Trust) - Sale
CLASS A COMMON STOCK
2020-10-27$71.58/sh−13,206$945,246→ 0 total(indirect: By Trust) - Other
CLASS B COMMON STOCK
2020-10-26−50,000→ 0 total(indirect: By Trust)
Holdings
- 6,750
CLASS A COMMON STOCK
Footnotes (10)
- [F1]The transactions reported on this Form 4 were all effected pursuant to a 10b5-1 trading plan entered into on September 16, 2020.
- [F10]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.
- [F2]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").
- [F3]Represents Class A Stock of the Issuer held by the 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 shares except to the extent of such Reporting Person's pecuniary interest therein.
- [F4]The transaction was executed in multiple trades at prices ranging from $70.21 to $71.20. The price reported above reflects the weighted average sales price.
- [F5]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.
- [F6]The transaction was executed in multiple trades at prices ranging from $71.21 to $72.20. The price reported above reflects the weighted average sales price.
- [F7]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-for-one basis upon redemption of the LLC Interests for shares of Class A Stock of the Issuer.
- [F8]Represents shares of Class B Stock of the Issuer 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.
- [F9]The LLC Interests are redeemable for an equal number of shares of the Issuer's Class A 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.
Documents
Issuer
Shake Shack Inc.
CIK 0001620533
Entity typeother
Related Parties
1- filerCIK 0001396917
Filing Metadata
- Form type
- 4
- Filed
- Oct 27, 8:00 PM ET
- Accepted
- Oct 28, 5:58 PM ET
- Size
- 19.9 KB