Shake Shack Inc. — Major Shareholding Notification 2016

Aug 9, 2016

SC 13D/A 1 d208358dsc13da.htm SC 13D/A SC 13D/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)*

Shake Shack Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

819047 101

(CUSIP Number)

Jennifer Bellah Maguire

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071-3197

(213) 229-7986

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 5, 2016

(Date of Event Which Requires Filing of Statement on Schedule 13D)

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), checking the following box. ¨

• 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).

CUSIP No. 819047 101 Schedule 13D/A Page 2 of 17 Pages

| (1) | Name of
Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Green Equity Investors VI, L.P. | |
| --- | --- | --- |
| (2) | Check the Appropriate Box if a Member
of a Group (See Instructions): (a) x (b) ¨ | |
| (3) | SEC Use Only: | |
| (4) | Source of Funds (See
Instructions): | |
| (5) | Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ | |
| (6) | Citizenship or Place of
Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH: | (7) | Sole Voting Power 0 |
| | (8) | Shared Voting Power 5,562,135 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 5,562,135 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 5,553,135 | |
| (12) | Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ¨ | |
| (13) | Percent of Class Represented by Amount
in Row (11): 15.3% beneficial ownership of the voting stock based on 36,283,690
shares of Common Stock outstanding as of May 4, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): PN | |

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

CUSIP No. 819047 101 Schedule 13D/A Page 3 of 17 Pages

| (1) | Name of
Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Green Equity Investors Side VI, L.P. | |
| --- | --- | --- |
| (2) | Check the Appropriate Box if a Member
of a Group (See Instructions): (a) x (b) ¨ | |
| (3) | SEC Use Only: | |
| (4) | Source of Funds (See
Instructions): | |
| (5) | Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ | |
| (6) | Citizenship or Place of
Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH: | (7) | Sole Voting Power 0 |
| | (8) | Shared Voting Power 5,562,135 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 5,562,135 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 5,553,135 | |
| (12) | Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ¨ | |
| (13) | Percent of Class Represented by Amount
in Row (11): 15.3% beneficial ownership of the voting stock based on 36,283,690
shares of Common Stock outstanding as of May 4, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): PN | |

CUSIP No. 819047 101 Schedule 13D/A Page 4 of 17 Pages

| (1) | Name of
Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): LGP Malted Coinvest LLC | |
| --- | --- | --- |
| (2) | Check the Appropriate Box if a Member
of a Group (See Instructions): (a) x (b) ¨ | |
| (3) | SEC Use Only: | |
| (4) | Source of Funds (See
Instructions): | |
| (5) | Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ | |
| (6) | Citizenship or Place of
Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 |
| | (8) | Shared Voting Power 5,562,135 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 5,562,135 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 5,553,135 | |
| (12) | Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ¨ | |
| (13) | Percent of Class Represented by Amount
in Row (11): 15.3% beneficial ownership of the voting stock based on 36,283,690
shares of Common Stock outstanding as of May 4, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): OO (Limited Liability Company) | |

CUSIP No. 819047 101 Schedule 13D/A Page 5 of 17 Pages

| (1) | Name of
Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): GEI Capital VI, LLC | |
| --- | --- | --- |
| (2) | Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ¨ (b) ¨ | |
| (3) | SEC Use Only: | |
| (4) | Source of Funds (See
Instructions): | |
| (5) | Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ | |
| (6) | Citizenship or Place of
Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 |
| | (8) | Shared Voting Power 5,562,135 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 5,562,135 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 5,553,135 | |
| (12) | Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ¨ | |
| (13) | Percent of Class Represented by Amount
in Row (11): 15.3% beneficial ownership of the voting stock based on 36,283,690
shares of Common Stock outstanding as of May 4, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): OO (Limited Liability Company) | |

CUSIP No. 819047 101 Schedule 13D/A Page 6 of 17 Pages

| (1) | Name of
Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Green VI Holdings, LLC | |
| --- | --- | --- |
| (2) | Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ¨ (b) ¨ | |
| (3) | SEC Use Only: | |
| (4) | Source of Funds (See
Instructions): | |
| (5) | Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ | |
| (6) | Citizenship or Place of
Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 |
| | (8) | Shared Voting Power 5,562,135 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 5,562,135 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 5,553,135 | |
| (12) | Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ¨ | |
| (13) | Percent of Class Represented by Amount
in Row (11): 15.3% beneficial ownership of the voting stock based on 36,283,690
shares of Common Stock outstanding as of May 4, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): OO (Limited Liability Company) | |

CUSIP No. 819047 101 Schedule 13D/A Page 7 of 17 Pages

| (1) | Name of
Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Leonard Green & Partners, L.P. | |
| --- | --- | --- |
| (2) | Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ¨ (b) ¨ | |
| (3) | SEC Use Only: | |
| (4) | Source of Funds (See
Instructions): | |
| (5) | Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ | |
| (6) | Citizenship or Place of
Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 |
| | (8) | Shared Voting Power 5,562,135 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 5,562,135 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 5,553,135 | |
| (12) | Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ¨ | |
| (13) | Percent of Class Represented by Amount
in Row (11): 15.3% beneficial ownership of the voting stock based on 36,283,690
shares of Common Stock outstanding as of May 4, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): PN | |

CUSIP No. 819047 101 Schedule 13D/A Page 8 of 17 Pages

| (1) | Name of
Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): LGP Management, Inc. | |
| --- | --- | --- |
| (2) | Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ¨ (b) ¨ | |
| (3) | SEC Use Only: | |
| (4) | Source of Funds (See
Instructions): | |
| (5) | Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ | |
| (6) | Citizenship or Place of
Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 |
| | (8) | Shared Voting Power 5,562,135 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 5,562,135 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 5,553,135 | |
| (12) | Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ¨ | |
| (13) | Percent of Class Represented by Amount
in Row (11): 15.3% beneficial ownership of the voting stock based on 36,283,690
shares of Common Stock outstanding as of May 4, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): CO | |

CUSIP No. 819047 101 Schedule 13D/A Page 9 of 17 Pages

| (1) | Name of
Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Peridot Coinvest Manager LLC | |
| --- | --- | --- |
| (2) | Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ¨ (b) ¨ | |
| (3) | SEC Use Only: | |
| (4) | Source of Funds (See
Instructions): | |
| (5) | Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ | |
| (6) | Citizenship or Place of
Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 |
| | (8) | Shared Voting Power 5,562,135 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 5,562,135 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 5,553,135 | |
| (12) | Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ¨ | |
| (13) | Percent of Class Represented by Amount
in Row (11): 15.3% beneficial ownership of the voting stock based on 36,283,690
shares of Common Stock outstanding as of May 4, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): OO (Limited Liability Company) | |

CUSIP No. 819047 101 Schedule 13D/A Page 10 of 17 Pages

| (1) | Name of
Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Jonathan D. Sokoloff | |
| --- | --- | --- |
| (2) | Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ¨ (b) ¨ | |
| (3) | SEC Use Only: | |
| (4) | Source of Funds (See
Instructions): | |
| (5) | Check Box 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 0 |
| | (8) | Shared Voting Power 5,562,135 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 5,562,135 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 5,553,135 | |
| (12) | Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ¨ | |
| (13) | Percent of Class Represented by Amount
in Row (11): 15.3% beneficial ownership of the voting stock based on 36,283,690
shares of Common Stock outstanding as of May 4, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): IN | |

CUSIP No. 819047 101 Schedule 13D/A Page 11 of 17 Pages

| (1) | Name of
Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): J. Kristofer Galashan | |
| --- | --- | --- |
| (2) | Check the Appropriate Box if a Member
of a Group (See Instructions): (a) ¨ (b) ¨ | |
| (3) | SEC Use Only: | |
| (4) | Source of Funds (See
Instructions): | |
| (5) | Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ | |
| (6) | Citizenship or Place of
Organization: Canada | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 |
| | (8) | Shared Voting Power 5,562,135 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 5,562,135 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 5,562,135 | |
| (12) | Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ¨ | |
| (13) | Percent of Class Represented by Amount
in Row (11): 15.3% beneficial ownership of the voting stock based on 36,283,690
shares of Common Stock outstanding as of May 4, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): IN | |

CUSIP No. 819047 101 Schedule 13D/A Page 12 of 17 Pages

ITEM 1. SECURITY AND ISSUER

This Amendment No. 9 to Schedule 13D (this “ Amendment ”) relates to shares of Class A common stock, par value $0.001 per share (the “ A-Common ”) of Shake Shack Inc., a Delaware corporation (the “ Issuer ”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

The address of the Issuer’s principal executive offices is 24 Union Square East, 5th Floor, New York, NY 10003.

ITEM 2. IDENTITY AND BACKGROUND

The disclosure provided in Item 2 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

(a) The names of the directors and executive officers of LGPM are set forth on Schedule 1, which is incorporated herein by reference.

As of the date of this statement, (i) GEI VI is the record owner of 252,194 shares of A-Common and 3,070,099 shares of the Issuer’s Class B common stock, par value $0.001 per share (“ B-Common ”), (ii) GEI Side VI is the record owner of 1,980,097 shares of A-Common, and (iii) Malted is the record owner of 12,693 shares of A-Common and 229,801 shares of B-Common.

ITEM 4. PURPOSE OF TRANSACTION

The disclosure provided in Item 4 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

On August 1, 2016, (i) GEI VI tendered to the Issuer 292,131 LLC Interests and 292,131 shares of B-Common in exchange for 292,131 shares of A-Common, and (ii) Malted tendered to the Issuer 21,867 LLC Interests and 21,867 shares of B-Common in exchange for 21,867 shares of A-Common. Prior and subsequent to the August, 2016 redemptions, the Reporting Persons executed the transactions set forth in Item 5(c).

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) and (b)

Reporting Persons	Number* of Shares With Shared Voting Power	Sole Beneficial Ownership	Shared Beneficial Ownership*	Percentage of Class Beneficially Owned
GEI VI	5,562,135	0	5,553,135	15.3%
GEI Side VI	5,562,135	0	5,553,135	15.3%
Malted	5,562,135	0	5,553,135	15.3%

CUSIP No. 819047 101 Schedule 13D/A Page 13 of 17 Pages

Jonathan D. Sokoloff	5,562,135	0	5,553,135	15.3%
J. Kristofer Galashan	5,562,135	9,000	5,562,135	15.3%
Other Reporting Persons	5,562,135	0	5,553,135	15.3%

• All share numbers presented in this table assume full conversion of B-Common to A-Common.

(c) The following table sets forth all transactions with respect to shares of Common Stock effectuated since the most recent filing on Schedule 13D by any of the Reporting Persons. Each day’s sales comprised open market transactions made on that day, and the price per share reported is the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares of Common Stock and prices at which the trades were effected.

Reporting Person	Date of Transaction	Number of Shares Sold	Price per Share
GEI VI	July 6, 2016	29,959	$36.11
GEI Side VI	July 6, 2016	17,855	$36.11
Malted	July 6, 2016	2,186	$36.11
GEI VI	July 7, 2016	29,958	$35.83
GEI Side VI	July 7, 2016	17,855	$35.83
Malted	July 7, 2016	2,187	$35.83
GEI VI	July 8, 2016	29,959	$36.65
GEI Side VI	July 8, 2016	17,855	$36.65
Malted	July 8, 2016	2,186	$36.65
GEI VI	August 1, 2016	29,958	$39.68
GEI Side VI	August 1, 2016	17,855	$39.68
Malted	August 1, 2016	2,187	$39.68
GEI VI	August 2, 2016	29,959	$38.55
GEI Side VI	August 2, 2016	17,855	$38.55
Malted	August 2, 2016	2,186	$38.55
GEI VI	August 3, 2016	29,958	$39.07
GEI Side VI	August 3, 2016	17,855	$39.07
Malted	August 3, 2016	2,187	$39.07
GEI VI	August 4, 2016	29,960	$39.14
GEI Side VI	August 4, 2016	17,855	$39.14
Malted	August 4, 2016	2,186	$39.14
GEI VI	August 5, 2016	29,959	$39.79
GEI Side VI	August 5, 2016	17,855	$39.79
Malted	August 5, 2016	2,186	$39.79

CUSIP No. 819047 101 Schedule 13D/A Page 14 of 17 Pages

(d) Not applicable.

(e) Not applicable.

CUSIP No. 819047 101 Schedule 13D/A Page 15 of 17 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment is true, complete, and correct.

Dated as of August 9, 2016

Green Equity Investors VI, L.P.
By: GEI Capital VI, LLC, its General Partner
By:	/ S / L ANCE J.T. S CHUMACHER
Name:	Lance J.T. Schumacher
Title:	Vice President–Tax
Green Equity Investors Side VI, L.P.
By: GEI Capital VI, LLC, its General Partner
By:	/ S / L ANCE J.T. S CHUMACHER
Name:	Lance J.T. Schumacher
Title:	Vice President–Tax
LGP Malted Coinvest LLC
By: Peridot Coinvest Manager LLC, its Manager
By: Leonard Green & Partners, L.P., its Manager
By: LGP Management, Inc., its General Partner
By:	/ S / L ANCE J.T. S CHUMACHER
Name:	Lance J.T. Schumacher
Title:	Vice President–Tax
GEI Capital VI, LLC
By:	/ S / L ANCE J.T. S CHUMACHER
Name:	Lance J.T. Schumacher
Title:	Vice President–Tax
Green VI Holdings, LLC
By:	/ S / L ANCE J.T. S CHUMACHER
Name:	Lance J.T. Schumacher
Title:	Vice President–Tax
Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner
By:	/ S / L ANCE J.T. S CHUMACHER
Name:	Lance J.T. Schumacher
Title:	Vice President–Tax

CUSIP No. 819047 101 Schedule 13D/A Page 16 of 17 Pages

LGP Management, Inc.
By:	/ S / L ANCE J.T. S CHUMACHER
Name:	Lance J.T. Schumacher
Title:	Vice President–Tax
Peridot Coinvest Manager LLC
By: Leonard Green & Partners, L.P., its Manager
By: LGP Management, Inc., its General Partner
By:	/ S / L ANCE J.T. S CHUMACHER
Name:	Lance J.T. Schumacher
Title:	Vice President–Tax
/ S / L ANCE J.T. S CHUMACHER
Lance J.T. Schumacher, as Attorney-in-Fact for
Jonathan D. Sokoloff
/ S / L ANCE J.T. S CHUMACHER
Lance J.T. Schumacher, as Attorney-in-Fact for
J. Kristofer Galashan

CUSIP No. 819047 101 Schedule 13D/A Page 17 of 17 Pages

SCHEDULE 1

Directors and Executive Officers of LGPM

Name	Position with LGPM
John G. Danhakl	Executive Vice President and Managing Partner
Jonathan D. Sokoloff	Executive Vice President and Managing Partner
Jonathan A. Seiffer	Senior Vice President
John M. Baumer	Senior Vice President
Timothy J. Flynn	Senior Vice President
James D. Halper	Senior Vice President
Todd M. Purdy	Senior Vice President
Michael S. Solomon	Senior Vice President
W. Christian McCollum	Senior Vice President
Usama N. Cortas	Senior Vice President
J. Kristofer Galashan	Senior Vice President
Alyse M. Wagner	Senior Vice President
Cody L. Franklin	Chief Financial Officer and Assistant Secretary
Andrew C. Goldberg	Vice President, General Counsel and Secretary
Lily W. Chang	Vice President – Portfolio Services
Lance J.T. Schumacher	Vice President – Tax and Assistant Secretary
Reginald E. Holden	Vice President – Procurement
Michael J. Kirton	Principal
Adam T. Levyn	Principal
Jeffrey Suer	Principal
John J. Yoon	Principal
Erika Spitzer	Principal
David Kass	Vice President