Shake Shack Inc.

11/05/2024 | Press release | Distributed by Public on 11/05/2024 19:13

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
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 (Month/Day/Year)
11/01/2024
(Street)
NEW YORK, NY 10014
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/01/2024 S 2,409 D $120.184 435,237(1)(2) I BY TRUST(3)
Class A Common Stock, par value $0.001 per share 11/01/2024 S 16,512 D $121.0397 418,725(2)(4) I BY TRUST(3)
Class A Common Stock, par value $0.001 per share 11/01/2024 S 3,030 D $122.0271 415,695(2)(5) I BY TRUST(3)
Class A Common Stock, par value $0.001 per share 11/01/2024 S 3,031 D $123.3047 412,664(2)(6) I BY TRUST(3)
Class A Common Stock, par value $0.001 per share 11/01/2024 S 5,018 D $123.9437 407,646(2)(7) I BY TRUST(3)
Class A Common Stock, par value $0.001 per share 1,305,306 I BY TRUST(8)
Class A Common Stock, par value $0.001 per share 2,958 D
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)
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 (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

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, NY 10014
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, NY 10014
X
MEYER AUDREY H
C/O SHAKE SHACK INC.
225 VARICK STREET, SUITE 301
NEW YORK, NY 10014
X
McQuinn Michael C
C/O SHAKE SHACK INC.
225 VARICK STREET, SUITE 301
NEW YORK, NY 10014
X

Signatures

/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Daniel Harris Meyer 11/05/2024
**Signature of Reporting Person Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for DHM 2012 Gift Trust U/A/D 10/31/12 11/05/2024
**Signature of Reporting Person Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Audrey H. Meyer 11/05/2024
**Signature of Reporting Person Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Michael C. McQuinn 11/05/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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) The transaction was executed in multiple trades at prices ranging from $119.6600 to $120.6599. The price reported above reflects the weighted average sales price.
(2) The Daniel H. Meyer Investment Trust (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 Rule 10b5-1 trading plan entered into on March 4, 2024. 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 $120.6600 to $121.6599. The price reported above reflects the weighted average sales price.
(5) The transaction was executed in multiple trades at prices ranging from $121.6600 to $122.6599. The price reported above reflects the weighted average sales price.
(6) The transaction was executed in multiple trades at prices ranging from $122.6600 to $123.6599. The price reported above reflects the weighted average sales price.
(7) The transaction was executed in multiple trades at prices ranging from $123.6600 to $124.4400. The price reported above reflects the weighted average sales price.
(8) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.