|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
Common Membership Interests | (5) | 08/18/2015 | C | 4,578 | (5) | (5) | CLASS A COMMON STOCK | 4,578 | (5) | 29,376 | I | By Trust (2) | |||
Common Membership Interests | (5) | 08/18/2015 | C | 11,445 | (5) | (5) | CLASS A COMMON STOCK | 11,445 | (5) | 73,439 | I | By Trust (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McQuinn Michael C C/O SHAKE SHACK INC. 24 UNION SQUARE EAST, 5TH FLOOR NEW YORK, NY 10003 |
X | |||
RHF - TM 1999 DESCENDANTS TRUST C/O SHAKE SHACK INC. 24 UNION SQUARE EAST, 5TH FLOOR NEW YORK, NY 10003 |
X | |||
RHF - NM 1999 DESCENDANTS TRUST C/O SHAKE SHACK INC. 24 UNION SQUARE EAST, 5TH FLOOR NEW YORK, NY 10003 |
X |
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Michael C. McQuinn | 08/20/2015 | |
**Signature of Reporting Person | Date | |
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for RHF - TM 1999 Descendants Trust | 08/20/2015 | |
**Signature of Reporting Person | Date | |
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for the RHF - NM 1999 Descendants Trust | 08/20/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Shares obtained upon redemption of commom membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of shares of the Issuer's Class A Common Stock. |
(2) | Held directly by the RHF-TM 1999 Descendants Trust, of which Michael C. McQuinn is a trustee and Jack R. Polsky is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 4 filed by Jack R. Polsky on August 20, 2015. Michael C. McQuinn disclaims beneficial ownership over such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein. |
(3) | Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Common Stock. |
(4) | Held directly by the RHF-NM 1999 Descendants Trust, of which Michael C. McQuinn is a trustee and Jack R. Polsky is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 4 filed by Jack R. Polsky on August 20, 2015. Michael C. McQuinn disclaims beneficial ownership over such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein. |
(5) | The LLC Interests are redeemable for an equal number of shares of the Issuer's Class A Common 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. |