Shake Shack Inc. — Major Shareholding Notification 2016

Mar 11, 2016

SC 13D/A 1 d136371dsc13da.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. 4)*

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)

March 9, 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 16 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 7,471,910 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 7,471,910 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 7,462,910 | |
| (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): 20.6% beneficial ownership of the voting stock based on 36,255,055
shares of Common Stock outstanding as of March 10, 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 16 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 7,471,910 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 7,471,910 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 7,462,910 | |
| (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): 20.6% beneficial ownership of the voting stock based on 36,255,055
shares of Common Stock outstanding as of March 10, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): PN | |

CUSIP No. 819047 101 Schedule 13D/A Page 4 of 16 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 7,471,910 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 7,471,910 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 7,462,910 | |
| (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): 20.6% beneficial ownership of the voting stock based on 36,255,055
shares of Common Stock outstanding as of March 10, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): OO (Limited Liability Company) | |

CUSIP No. 819047 101 Schedule 13D/A Page 5 of 16 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 7,471,910 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 7,471,910 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 7,462,910 | |
| (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): 20.6% beneficial ownership of the voting stock based on 36,255,055
shares of Common Stock outstanding as of March 10, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): OO (Limited Liability Company) | |

CUSIP No. 819047 101 Schedule 13D/A Page 6 of 16 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 7,471,910 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 7,471,910 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 7,462,910 | |
| (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): 20.6% beneficial ownership of the voting stock based on 36,255,055
shares of Common Stock outstanding as of March 10, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): OO (Limited Liability Company) | |

CUSIP No. 819047 101 Schedule 13D/A Page 7 of 16 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 7,471,910 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 7,471,910 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 7,462,910 | |
| (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): 20.6% beneficial ownership of the voting stock based on 36,255,055
shares of Common Stock outstanding as of March 10, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): PN | |

CUSIP No. 819047 101 Schedule 13D/A Page 8 of 16 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 7,471,910 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 7,471,910 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 7,462,910 | |
| (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): 20.6% beneficial ownership of the voting stock based on 36,255,055
shares of Common Stock outstanding as of March 10, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): CO | |

CUSIP No. 819047 101 Schedule 13D/A Page 9 of 16 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 7,471,910 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 7,471,910 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 7,462,910 | |
| (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): 20.6% beneficial ownership of the voting stock based on 36,255,055
shares of Common Stock outstanding as of March 10, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): OO (Limited Liability Company) | |

CUSIP No. 819047 101 Schedule 13D/A Page 10 of 16 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 7,471,910 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 7,471,910 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 7,462,910 | |
| (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): 20.6% beneficial ownership of the voting stock based on 36,255,055
shares of Common Stock outstanding as of March 10, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): IN | |

CUSIP No. 819047 101 Schedule 13D/A Page 11 of 16 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 7,471,910 |
| | (9) | Sole Dispositive Power 0 |
| | (10) | Shared Dispositive Power 7,471,910 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 7,471,910 | |
| (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): 20.6% beneficial ownership of the voting stock based on 36,255,055
shares of Common Stock outstanding as of March 10, 2016 | |
| (14) | Type of Reporting Person (See
Instructions): IN | |

CUSIP No. 819047 101 Schedule 13D/A Page 12 of 16 Pages

ITEM 1. SECURITY AND ISSUER

This Amendment No. 4 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) As of the date of this statement, (i) GEI VI is the record owner of 140,301 shares of A-Common and 4,326,266 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 2,662,077 shares of A-Common, and (iii) Malted is the record owner of 2,187 shares of A-Common and 323,828 shares of B-Common.

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

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 March 9, 2016, (i) GEI VI tendered to the Issuer 87,640 LLC Interests and 87,640 shares of B-Common in exchange for 87,640 shares of A-Common, and (ii) Malted tendered to the Issuer 6,560 LLC Interests and 6,560 shares of B-Common in exchange for 6,560 shares of A-Common. Subsequent to the March 9, 2016 redemptions, the Reporting Persons executed the transactions set forth in Item 5(c).

Except as disclosed in this Item, none of the LGP Stockholders, nor any of the other Reporting Persons, has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of this Amendment. The Reporting Persons, however, will take such actions with respect to the Reporting Persons’ investments in the Issuer as deemed appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans, or proposals in the future depending on market conditions and/or other factors.

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

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) and (b)

Reporting Persons — GEI VI	7,471,910	0	7,462,910	20.6 %
GEI Side VI	7,471,910	0	7,462,910	20.6 %
Malted	7,471,910	0	7,462,910	20.6 %
Jonathan D. Sokoloff	7,471,910	0	7,462,910	20.6 %
J. Kristofer Galashan	7,471,910	9,000	7,471,910	20.6 %
Other Reporting Persons	7,471,910	0	7,462,910	20.6 %

• 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 during the past 60 days 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.

Reporting Person	Date of Transaction	Number of Shares Sold	Price per Share
GEI VI	March 9, 2016	29,958	$36.03
GEI Side VI	March 9, 2016	17,855	$36.03
Malted	March 9, 2016	2,187	$36.03
GEI VI	March 10, 2016	29,959	$35.08
GEI Side VI	March 10, 2016	17,855	$35.08
Malted	March 10, 2016	2,186	$35.08

(d) Not applicable.

(e) Not applicable.

CUSIP No. 819047 101 Schedule 13D/A Page 14 of 16 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 March 11, 2016

Green Equity Investors VI, L.P.
By: GEI Capital VI, LLC, its General Partner
By:	/ S / A DRIAN J. M AIZEY
Name:	Adrian J. Maizey
Title:	Chief Operating Officer and Secretary
Green Equity Investors Side VI, L.P.
By: GEI Capital VI, LLC, its General Partner
By:	/ S / A DRIAN J. M AIZEY
Name:	Adrian J. Maizey
Title:	Chief Operating Officer and Secretary
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 / A DRIAN J. M AIZEY
Name:	Adrian J. Maizey
Title:	Chief Operating Officer and Secretary
GEI Capital VI, LLC
By:	/ S / A DRIAN J. M AIZEY
Name:	Adrian J. Maizey
Title:	Chief Operating Officer and Secretary
Green VI Holdings, LLC
By:	/ S / A DRIAN J. M AIZEY
Name:	Adrian J. Maizey
Title:	Chief Operating Officer and Secretary
Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner
By:	/ S / A DRIAN J. M AIZEY
Name:	Adrian J. Maizey
Title:	Chief Operating Officer and Secretary

CUSIP No. 819047 101 Schedule 13D/A Page 15 of 16 Pages

LGP Management, Inc.
By:	/ S / A DRIAN J. M AIZEY
Name:	Adrian J. Maizey
Title:	Chief Operating Officer and Secretary
Peridot Coinvest Manager LLC
By: Leonard Green & Partners, L.P., its Manager
By: LGP Management, Inc., its General Partner
By:	/ S / A DRIAN J. M AIZEY
Name:	Adrian J. Maizey
Title:	Chief Operating Officer and Secretary
/ S / A DRIAN J. M AIZEY
Adrian J. Maizey, as Attorney-in-Fact for
Jonathan D. Sokoloff
/ S / A DRIAN J. M AIZEY
Adrian J. Maizey, as Attorney-in-Fact for
J. Kristofer Galashan

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

SCHEDULE 1

Directors and Executive Officers of LGPM

Name	Position with LGPM
John G. Danhakl	Director, Executive Vice President and Managing Partner
Jonathan D. Sokoloff	Director, 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
Adrian Maizey	Chief Operating Officer and Secretary
Andrew C. Goldberg	General Counsel
Lily W. Chang	Vice President – Portfolio Services
Lance J.T. Schumacher	Vice President – Tax
Reginald E. Holden	Vice President – Procurement
Michael J. Kirton	Vice President
Adam T. Levyn	Vice President
Jeffrey Suer	Vice President
John J. Yoon	Vice President