Shake Shack Inc. — Major Shareholding Notification 2016

Nov 23, 2016

SC 13D/A 1 v453602_sc13da.htm SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 4)*

Shake Shack Inc. (Name of Issuer)

Common Stock, $0.001 par value per share (Title of Class of Securities)

819047 101

(CUSIP Number)

David A. Swinghamer c/o Shake Shack Inc. 24 Union Square East 5th Floor New York, NY 10003 (646) 747-7200 ( Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 10, 2016 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 819047 101 Schedule 13D/A

1	Names of Reporting Persons.
	David A. Swinghamer
2	Check the Appropriate Box if a Member of a Group
	(a) ¨
	(b) x
3	SEC Use Only
4	Source of Funds
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	¨
6	Citizenship or Place of Organization
	United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:	7	Sole Voting Power
		557,167
	8	Shared Voting Power
		50,000
	9	Sole Dispositive Power
		557,167
	10	Shared Dispositive Power
		50,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	607,167
12	Check if the Aggregate Amount in Row (11) Excludes Certain Securities
	¨
13	Percent of Class Represented by Amount in Row (11)
	1.7% beneficial ownership of the voting stock based on 36,353,982 shares of Common Stock outstanding as of November 2, 2016
14	Type
of Reporting Person
	IN

Note: All share numbers on these cover pages presented on an as-converted basis.

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CUSIP No. 819047 101 Schedule 13D/A

Preliminary Note

This Amendment No. 4 (this “Amendment No. 4”), supplements and amends the Schedule 13D filed on February 17, 2015 (as amended and supplemented to date, the “Schedule 13D”) relating to shares of Class A common stock, $0.001 par value per share (the “A-Common”), of Shake Shack Inc. (the “Issuer”). Capitalized terms used in this Amendment No. 4 and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and restated in its entirety by inserting the following information:

(a) — (b)

As of the date hereof, the Reporting Person beneficially owns the number and percentage of shares of Common Stock issued and outstanding listed opposite its name, assuming the full redemption of LLC Interests in exchange for A-Common and a corresponding reduction in the number of B-Common.

| Reporting
Person — David A. Swinghamer | 607,167 | 2.4 % | 557,167 | 50,000 | 557,167 | 50,000 |
| --- | --- | --- | --- | --- | --- | --- |

(1) Based on 24,921,902 shares of A-Common issued and outstanding as of November 2, 2015.

(2) Susan Swinghamer, who is the Reporting Person’s spouse, is a trustee and beneficiary of the David A. Swinghamer GRAT.

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(c) The following table sets forth all transactions with respect to shares of A-Common effected during the past 60 days by the Reporting Person.

| Reporting
Person — David A. Swinghamer | Date
of Transaction — 11/10/2016 | 25,000 | $37.7588 (1)(4) |
| --- | --- | --- | --- |
| David A. Swinghamer | 11/11/2016 | 5,000 | $38.0523 (2)(4) |
| David A. Swinghamer | 11/14/2016 | 20,000 | $38.2292 (3)(4) |
| Total | | 50,000 | |

(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) 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.

(3) This transaction was executed in multiple trades at prices ranging from $38.05 to $38.36. The price reported above reflects the weighted average sale price.

(4) 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.

(d) None.

(e) Not applicable.

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CUSIP No. 819047 101 Schedule 13D/A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 21, 2016
David A. Swinghamer

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