Shake Shack Inc. — Regulatory Filings 2019

Jun 28, 2019

8-K 1 tv524549_8-k.htm FORM 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

May 24, 2019

Date of Report (Date of earliest event reported)

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SHAKE SHACK INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-36823	47-1941186
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

225 Varick Street, Suite 301 New York, New York	10014
(Address of principal executive offices)	(Zip Code)

(646) 747-7200

(Registrant's telephone number, including area code) N/A

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Securities registered pursuant to Section 12(b) of the Act

| Title
of each class | Trading
symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Class
A Common Stock, par value $0.001 | SHAK | New
York Stock Exchange |

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Item 8.01 Other Events.

On May 24, 2019, Randy Garutti, Chief Executive Officer and a director of Shake Shack Inc. (the “ Company ”), entered into a stock trading plan, under substantially similar terms as his previous trading plans, to sell shares of the Company’s Class A Common Stock, par value $0.001 per share (the “ Common Stock ”), as part of his personal long-term financial planning. Mr. Garutti’s previous trading plan was dated November 16, 2018.

The trading plan is designed to comply with Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended, and the Company’s insider trading compliance policy.

Under Mr. Garutti's trading plan, as of June 26, 2019, he may sell up to 75,000 shares of Common Stock through January 31, 2020, which represents approximately 7.9% of his equity holdings (excluding unvested equity awards) in the Company.

Sales of shares of Common Stock under the trading plans are subject to certain minimum price conditions and maximum sale volume limitations.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(Registrant)
By:	/s/ Tara Comonte
	Tara Comonte
Date: June 28, 2019	Chief Financial Officer

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