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Sec Form 4 Filing - Meyer Daniel Harris @ Shake Shack Inc. - 2020-11-09

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Meyer Daniel Harris
2. Issuer Name and Ticker or Trading Symbol
Shake Shack Inc. [ SHAK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O SHAKE SHACK INC., 225 VARICK STREET, SUITE 301
3. Date of Earliest Transaction (MM/DD/YY)
11/09/2020
(Street)
NEW YORK, NY10014
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.001 per share 11/09/2020 S 300 ( 1 ) ( 2 ) D $ 79.26 935,317 I BY TRUST ( 3 )
Class A Common Stock, par value $0.001 per share 11/09/2020 S 400 ( 2 ) ( 4 ) D $ 80.325 934,917 I BY TRUST ( 3 )
Class A Common Stock, par value $0.001 per share 11/09/2020 S 2,559 ( 2 ) ( 5 ) D $ 82.0911 932,358 I BY TRUST ( 3 )
Class A Common Stock, par value $0.001 per share 11/09/2020 S 10,467 ( 2 ) ( 6 ) D $ 82.9031 921,891 I BY TRUST ( 3 )
Class A Common Stock, par value $0.001 per share 11/09/2020 S 8,477 ( 2 ) ( 7 ) D $ 83.7027 913,414 I BY TRUST ( 3 )
Class A Common Stock, par value $0.001 per share 11/09/2020 S 1,322 ( 2 ) ( 8 ) D $ 84.68 912,092 I BY TRUST ( 3 )
Class A Common Stock, par value $0.001 per share 11/09/2020 S 1,275 ( 2 ) ( 9 ) D $ 85.8461 910,817 I BY TRUST ( 3 )
Class A Common Stock, par value $0.001 per share 11/09/2020 S 200 ( 2 ) ( 10 ) D $ 86.445 910,996 ( 11 ) I BY TRUST ( 3 )
Class A Common Stock, par value $0.001 per share 1,305,306 I BY TRUST ( 12 )
Class A Common Stock, par value $0.001 per share 985 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meyer Daniel Harris
C/O SHAKE SHACK INC.
225 VARICK STREET, SUITE 301
NEW YORK, NY10014
X X
DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12
C/O SHAKE SHACK INC.,
225 VARICK STREET, SUITE 301
NEW YORK, NY10014
X
MEYER AUDREY H
C/O SHAKE SHACK INC.
225 VARICK STREET, SUITE 301
NEW YORK, NY10014
X
McQuinn Michael C
C/O SHAKE SHACK INC.
225 VARICK STREET, SUITE 301
NEW YORK, NY10014
X
Signatures
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Daniel H. Meyer 11/12/2020
** Signature of Reporting Person Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for DHM 2012 Gift Trust U/A/D 10/31/12 11/12/2020
** Signature of Reporting Person Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Audrey H. Meyer 11/12/2020
** Signature of Reporting Person Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Michael C. McQuinn 11/12/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction was executed in multiple trades at prices ranging from $79.26 to $80.2599. The price reported above reflects the weighted average sales price.
( 2 )The Daniel H. Meyer Investment Trust d/t/d 5/15/92 (the "Investment Trust") 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.
( 3 )Shares of Class A common stock ("Class A Stock") of the Issuer were disposed of by Mr. Meyer through the Investment Trust pursuant to a 10b5-1 trading plan entered into on August 28, 2020. Mr. Meyer is the grantor, trustee and beneficiary of the Investment Trust. Mr. Meyer disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 4 )The transaction was executed in multiple trades at prices ranging from $80.26 to $81.2599. The price reported above reflects the weighted average sales price.
( 5 )The transaction was executed in multiple trades at prices ranging from $81.26 to $82.2599. The price reported above reflects the weighted average sales price.
( 6 )The transaction was executed in multiple trades at prices ranging from $82.26 to $83.2599. The price reported above reflects the weighted average sales price.
( 7 )The transaction was executed in multiple trades at prices ranging from $83.26 to $84.2599. The price reported above reflects the weighted average sales price.
( 8 )The transaction was executed in multiple trades at prices ranging from $84.26 to $85.2599. The price reported above reflects the weighted average sales price.
( 9 )The transaction was executed in multiple trades at prices ranging from $85.26 to $86.2599. The price reported above reflects the weighted average sales price.
( 10 )The transaction was executed in multiple trades at prices ranging from $86.26 to $86.50. The price reported above reflects the weighted average sales price.
( 11 )Includes 379 shares of Class A Stock of the Issuer transferred from Mr. Meyer to the Investment Trust after the lapse of restrictions on prior restricted stock unit grants. The transfer reflects no change in beneficial ownership or pecuniary interest and is exempt under Rule 16a-13.
( 12 )Represents shares of Class A Stock of the Issuer held by the DHM 2012 Gift Trust, of which Mr. Meyer's spouse is a co-trustee and beneficiary. Mr. McQuinn is a co-trustee. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of such Reporting Persons' pecuniary interest therein.

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.