Shake Shack Inc. — Major Shareholding Notification 2020

Nov 12, 2020

SC 13D/A 1 tm2035499d2_sc13da.htm 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. 5)*+

Shake Shack Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

819047 101

(CUSIP Number)

Jeffrey Flug

c/o Shake Shack Inc.

225 Varick Street Suite 301

New York, NY 10014

(646) 747-7200

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

October 27, 2020

(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. o

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).

• Represents (i) Amendment No. 5 to the Schedule 13D filed by Jeffrey Flug, and (ii) Amendment No. 2 to the Schedule 13D filed by Flug 2015 GS Trust U/A/D 12/29/15

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CUSIP No. 819047 101 Schedule 13D/A

1	Names of Reporting Persons.
	Jeffrey Flug
2	Check the Appropriate Box if a Member of a Group
	(a) ¨
	(b) x
3	SEC Use Only
4	Source of Funds
	PF
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:	Sole Voting Power
	6,750
8	Shared Voting Power
	—
9	Sole Dispositive Power
	6,750
10	Shared Dispositive Power
	—

11	Aggregate Amount Beneficially Owned by Each Reporting Person
	6,750
12	Check if the Aggregate Amount in Row (11) Excludes Certain Securities
	¨
13	Percent of Class Represented by Amount in Row (11)
	0.0%
14	Type of Reporting Person
	IN

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CUSIP No. 819047 101 Schedule 13D/A

1	Names of Reporting Persons.
	Flug 2015 GS Trust U/A/D 12/29/15 (1)
2	Check the Appropriate Box if a Member of a Group
	(a) ¨
	(b) x
3	SEC Use Only
4	Source of Funds
	WC
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:	Sole Voting Power
	—
8	Shared Voting Power
	—
9	Sole Dispositive Power
	—
10	Shared Dispositive Power
	—

11	Aggregate Amount Beneficially Owned by Each Reporting Person
	—
12	Check if the Aggregate Amount in Row (11) Excludes Certain Securities
	¨
13	Percent of Class Represented by Amount in Row (11)
	0.0%
14	Type of Reporting Person
	OO (Grantor Trust)

(1) Gulf Five Fiduciary Management Corp. is the Trustee of Flug 2015 GS Trust U/A/D 12/29/15. Sheryl Flug, the wife of Jeffrey Flug, is the President of Gulf Five Fiduciary Management Corp.

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CUSIP No. 819047 101 Schedule 13D/A

Preliminary Note

This filing, dated November 12, 2020 (this "Amendment"), amends and supplements the Schedule 13Ds filed for Jeffrey Flug and Flug 2015 GS Trust U/A/D 12/29/15 (as amended and supplemented to date, the "Schedule 13Ds"), 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 and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13Ds.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13Ds is amended and restated in its entirety as follows:

(a)-(b)

The aggregate percentage of shares of A-Common reported to be beneficially owned by the Reporting Persons is based upon a total of 38,499,127 shares of A-Common outstanding, which is the total number of shares of A-Common told by the Issuer to the Reporting Persons to be outstanding as of November 6, 2020.

At the close of business on November 11, 2020, the Reporting Persons may be deemed to beneficially own 6,750 shares of A-Common in the aggregate, constituting approximately 0.0% of the shares of A-Common outstanding, as set forth in further detail below:

Reporting Person	Amount beneficially owned	Percent of class	Sole power to vote or to direct the vote	Shared power to vote or to direct the vote	Sole power to dispose or to direct the disposition of	Shared power to dispose or to direct the disposition of
Jeffrey Flug (1)	6,750	0.0%	6,750	—	6,750	—
FLUG 2015 GS TRUST U/A/D 12/29/15 (2)	—	0.0%	—	—	—	—

(1) Mr. Flug disclaims beneficial ownership of the securities that are held by Flug 2015 GS Trust U/A/D 12/29/15.

(2) Gulf Five Fiduciary Management Corp. is the Trustee of Flug 2015 GS Trust U/A/D 12/29/15. Sheryl Flug, the wife of Jeffrey Flug, is the President of Gulf Five Fiduciary Management Corp.

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CUSIP No. 819047 101 Schedule 13D/A

(c) The following table sets forth all transactions with respect to shares of A-Common effected in the past sixty days by the Reporting Persons. The sales comprised open market transactions, and the price per share reported for each sale is the weighted average sales price. The Reporting Persons will provide upon request of the SEC staff the full information regarding the number of shares sold at each separate price. All transactions reported in the following table were effected pursuant to a Rule 10b5-1 plan entered into on September 16, 2020.

Reporting Person	Date of Transaction	Number of Shares Disposed (1)	Price per Share
FLUG 2015 GS TRUST U/A/D 12/29/15	10/27/2020	36,794	$70.9021 (2)
FLUG 2015 GS TRUST U/A/D 12/29/15	10/27/2020	13,206	$71.577 (3)

(1) Shares disposed represents shares of A-Common that were obtained upon a redemption of an equal number of common membership interests in SSE Holdings, LLC.

(2) The transaction was executed in multiple trades at prices ranging from $70.21 to $71.20.

(3) The transaction was executed in multiple trades at prices ranging from $71.21 to $72.20.

(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 12, 2020	By:	/s/ Ronald Palmese, Jr.
		Ronald Palmese, Jr., Esq., Attorney-in-Fact for Jeffrey Flug
Dated: November 12, 2020	By:	/s/ Ronald Palmese, Jr.
		Ronald Palmese, Jr., Esq., Attorney-in-Fact for Flug 2015 GS Trust U/A/D 12/29/15

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