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Sec Form 4 Filing - SWINGHAMER DAVID A @ Shake Shack Inc. - 2016-11-10

  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 *
SWINGHAMER DAVID A
2. Issuer Name and Ticker or Trading Symbol
Shake Shack Inc. [ SHAK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O SHAKE SHACK INC., 24 UNION SQUARE EAST, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2016
(Street)
NEW YORK, NY10003
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 11/10/2016 S 25,000 D $ 37.7588 ( 1 ) ( 2 ) 25,000 D
CLASS A COMMON STOCK 11/11/2016 S 5,000 D $ 38.0523 ( 2 ) ( 5 ) 20,000 D
CLASS A COMMON STOCK 11/14/2016 S 20,000 D $ 38.2292 ( 2 ) ( 6 ) 0 D
CLASS B COMMON STOCK 557,167 D
CLASS B COMMON STOCK 20,000 I By Trust ( 3 )
CLASS A COMMON STOCK 30,000 I By Trust ( 3 )
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
COMMON MEMBERSHIP INTERESTS $ 0 ( 4 ) ( 4 ) ( 4 ) CLASS A COMMON STOCK 50,000 557,167 D
COMMON MEMBERSHIP INTERESTS $ 0 ( 4 ) ( 4 ) ( 4 ) CLASS A COMMON STOCK 20,000 20,000 I BY TRUST ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SWINGHAMER DAVID A
C/O SHAKE SHACK INC.
24 UNION SQUARE EAST, 5TH FLOOR
NEW YORK, NY10003
X
DAVID A. SWINGHAMER GRAT
24 UNION SQUARE EAST, 5TH FLOOR
NEW YORK, NY10003
X
Swinghamer Susan
2 DEVEREUX COURT
RYE, NY10580
X
Signatures
/s/ Susan Swinghamer, as Trustee of the David A. Swinghamer GRAT 11/15/2016
** Signature of Reporting Person Date
/s/ David A. Swinghamer 11/15/2016
** Signature of Reporting Person Date
/s/ Susan Swinghamer 11/15/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades at prices ranging from $37.50 to $37.92. The price reported above reflects the weighted average sale price.
( 2 )The 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.
( 3 )Held directly by the David A. Swinghamer GRAT, of which Susan Swinghamer, the reporting person's wife, is the trustee and beneficiary. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.
( 4 )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.
( 5 )This transaction was executed in multiple trades at prices ranging from $38.03 to $38.06. The price reported above reflects the weighted average sale price.
( 6 )This transaction was executed in multiple trades at prices ranging from $38.0500 to $38.3600. The price reported above reflects the weighted average sale price.

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.