Shake Shack Inc. — Major Shareholding Notification 2020

May 2, 2020

SC 13D/A 1 tm2018391d1_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. 8)*+

Shake Shack Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

819047 101

(CUSIP Number)

Daniel H. Meyer

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)

April 21, 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. ¨

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. 8 to the Schedule 13D filed by Daniel H. Meyer and (ii) Amendment No. 6 to the Schedule 13D filed by Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12

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CUSIP No. 819047 101 Schedule 13D/A

| 1 | Names
of Reporting Persons. | |
| --- | --- | --- |
| | Daniel
H. Meyer (1) | |
| 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: | 7 | Sole
Voting Power |
| | | 1, 360,365 |
| | 8 | Shared
Voting Power |
| | | 3, 166,363 (2) |
| | 9 | Sole
Dispositive Power |
| | | 1, 360,365 |
| | 10 | Shared
Dispositive Power |
| | | 3, 166,363 (2) |
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person | |
| | 4,526,728 | |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Securities | |
| | ¨ | |
| 13 | Percent
of Class Represented by Amount in Row (11) | |
| | 11.3% | |
| 14 | Type
of Reporting Person | |
| | IN | |

(1) Includes securities that are held by the Daniel H. Meyer Investment Trust dated 5/15/92, of which Mr. Meyer serves as the grantor, trustee and beneficiary.

(2) Consists of securities that are held by the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12.

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CUSIP No. 819047 101 Schedule 13D/A

| 1 | Names
of Reporting Persons. | |
| --- | --- | --- |
| | Daniel
H. Meyer 2012 Gift Trust U/A/D 10/31/12 (1) | |
| 2 | Check
the Appropriate Box if a Member of a Group | |
| | (a) ¨ | |
| | (b) x | |
| 3 | SEC
Use Only | |
| 4 | Source
of Funds | |
| | OO
(Cash from Trust) | |
| 5 | Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | |
| | ¨ | |
| 6 | Citizenship
or Place of Organization | |
| | Illinois | |
| Number
of Shares Beneficially
Owned by Each
Reporting Person
With: | 7 | Sole
Voting Power |
| | | — |
| | 8 | Shared
Voting Power |
| | | 3, 166,363 |
| | 9 | Sole
Dispositive Power |
| | | — |
| | 10 | Shared
Dispositive Power |
| | | 3, 166,363 |
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person | |
| | 3, 166,363 | |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Securities | |
| | ¨ | |
| 13 | Percent
of Class Represented by Amount in Row (11) | |
| | 7. 9 % | |
| 14 | Type
of Reporting Person | |
| | OO | |

(1) Audrey Meyer, Mr. Meyer's wife, and Mike McQuinn are the Trustees of the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12.

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CUSIP No. 819047 101 Schedule 13D/A

Preliminary Note

This filing, dated May 1, 2020 (this "Amendment"), amends and supplements the Schedule 13Ds initially filed on February 17, 2015 for each of Daniel H. Meyer and Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12 (the “Gift Trust”) (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 4. Purpose of Transaction

Item 4 of the Schedules 13Ds is hereby amended and supplemented as follows:

On April 21, 2020, Shake Shack Inc. (the “Company”) completed both (i) the sale of 233,467 shares of its Class A common stock pursuant to an at-the-market equity offering and (ii) an underwritten offering of 3,416,070 shares of its Class A common stock, pursuant to the Company’s Registration Statement on Form S-3, as supplemented by a prospectus supplement dated April 17, 2020 and filed April 17, 2020, and a prospectus supplement dated April 17, 2020 and filed April 20, 2020, respectively, with the Securities and Exchange Commission. As a result, the number of the outstanding shares of the Company’s Class A common stock increased, effecting a change in the percentage ownership of the class beneficially owned by the Reporting Persons.

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 38,173,087 shares of A-Common outstanding, which is the total number of shares of Class A common stock told by the Issuer to the Reporting Persons to be outstanding as of April 29, 2020.

At the close of business on April 29, 2020, the Reporting Persons may be deemed to beneficially own 4,526,728 shares of A-Common in the aggregate, constituting approximately 11.3% of the shares of A-Common outstanding, as set forth in further detail below:

Reporting Person — DANIEL H. MEYER (1)	4,526,728		11.3 %	1,360,365	3,166,363	1,360,365	3,166,363
DANIEL
H. MEYER 2012 GIFT TRUST U/A/D 10/31/12 (2)	3,166,363	(4)	7.9 %	—	3,166,363	—	3,166,363

(1) Includes securities that are held by the Daniel H. Meyer Investment Trust dtd 5/15/92, of which Mr. Meyer serves as the grantor, trustee and beneficiary (the "Investment Trust"). Mr. Meyer disclaims beneficial ownership of the securities held by the Gift Trust.

(2) Audrey Meyer, Mr. Meyer's wife, and Mike McQuinn are the Trustees of the Gift Trust.

(3) Consists of 1,349,732 shares of A-Common, 10,254 shares of A-Common subject to stock options, and 379 shares of A-Common subject to the vesting of restricted stock units.

(4) Consists of 1,861,057 shares of Class B common stock that can be converted to shares of A-Common, and 1,305,306 shares of A-Common.

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CUSIP No. 819047 101 Schedule 13D/A

(c) The following table sets forth the transactions with respect to shares of A-Common effected in the past sixty days by the Reporting Persons. Each day's sales comprised open market transactions made on that day, 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 purchased or sold at each separate price.

| Reporting Person — DANIEL H. MEYER* | April
29, 2020 | 25,000 | (D) | Price
per Share — $ 55.2299 | (1) |
| --- | --- | --- | --- | --- | --- |

• The transaction was effected by the Investment Trust.

(1) The transaction was executed in multiple trades at prices ranging from $55.00 to $55.84.

(d) None.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Not applicable.

Item 7. Materials to be Filed as Exhibits

None.

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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: May 1,
2020 |
| --- |
| Ronald
Palmese, Jr., Esq., Attorney-in-Fact for Daniel
H. Meyer |

| Dated: May 1,
2020 |
| --- |
| Ronald
Palmese, Jr., Esq., Attorney-in-Fact for Daniel
H. Meyer 2012 Gift Trust U/A/D 10/31/12 |

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