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Delaware
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47-1941186
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Stuart Bressman, Esq.
Robert A. Cantone, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
Tel (212) 969-3000
Fax (212) 969-2900
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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þ
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or country where the offer or sale is not permitted.
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Subject to Completion, Dated March 10, 2016
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PROSPECTUS
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||||||||||||||||
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UP TO 23,944,334 SHARES
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||||||||||||||||
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Class A Common Stock
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This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus of up to an aggregate of 23,944,334 shares of Class A common stock, par value $0.001 per share, of Shake Shack Inc. (the "
Company
"). Out of the 23,944,334 shares of Class A common stock that our selling stockholders may offer and sell, (i) 7,949,460 shares of Class A common stock previously were issued to certain of our stockholders and (ii) the remaining 15,994,874 shares of Class A common stock will be issued by us from time to time to certain of our stockholders who are also holders of LLC Interests (as defined herein) upon the redemption by such stockholders of an equivalent number of LLC Interests (and the surrender and cancellation of an equivalent number of shares of Class B common stock, par value $0.001 per share, of the Company).
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The shares of Class A common stock offered hereby may be offered or sold by our selling stockholders through one or more underwriters, broker-dealers or agents. If the shares of Class A common stock are sold through underwriters, broker-dealers or agents, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Class A common stock may be sold in one or more transactions, which may involve crosses or block transactions, at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” for more information regarding sales of shares of Class A common stock by the selling stockholders pursuant to this prospectus, including a list of the financial institutions that may act as underwriters in offerings pursuant to this prospectus.
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We are not selling any shares of Class A common stock under this prospectus, and we will not receive any of the proceeds from the offer and sale of shares of our Class A common stock by the selling stockholders.
This prospectus describes the general manner in which shares of Class A common stock may be offered and sold by any selling stockholder. When the selling stockholders sell shares of Class A common stock under this prospectus, we may, if necessary and required by law, provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may add to, update, modify or replace information contained in this prospectus. We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision.
Our Class A common stock is listed on the New York Stock Exchange under the symbol "SHAK." We have two classes of common stock: Class A common stock and Class B common stock. Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters presented to our stockholders generally. All of our Class B common stock is held by the Continuing SSE Equity Owners (as defined herein) on a one-to-one basis with the number of LLC Interests of SSE Holdings they own. See "Glossary" and "Prospectus Summary."
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The last reported sale price of our Class A common stock on March 10, 2016 was $35.02 per share.
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We are an "emerging growth company" as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.
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Investing in our Class A common stock involves risks. See "Risk Factors" beginning on page 4 of this prospectus and "Risk Factors" in our 2014 10-K (as defined herein), which is incorporated by reference herein, as well as in any other subsequently filed annual, quarterly or current reports.
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Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
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The date of this prospectus is March , 2016.
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Page
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Prospectus Summary
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Risk Factors
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Cautionary Note Regarding Forward-Looking Statements
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Use of Proceeds
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Selling Stockholders
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Description of Capital Stock
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Plan of Distribution
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Legal Matters
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Experts
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Information Incorporated By Reference
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Where You Can Find More Information
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▪
|
“
we
,” “
us
,” “
our
,” the “
Company
,” “
Shake Shack
”
and similar references refer to Shake Shack Inc., and, unless otherwise stated, all of its subsidiaries, including SSE Holdings, LLC, which we refer to as “
SSE Holdings
,” and, unless otherwise stated, all of its subsidiaries. We are a holding company and the sole managing member of SSE Holdings, and our principal asset is our interest in SSE Holdings.
|
▪
|
“
Original SSE Equity Owners
”
refers to the owners of SSE Holdings prior to our IPO (as defined below), including the members of the Voting Group (as defined below).
|
▪
|
“
Continuing SSE Equity Owners
”
refers to those Original SSE Equity Owners (including USHG (as defined below), Daniel Meyer (including a trust affiliate) and GT (as defined below), certain affiliates of LGP (as defined below), certain affiliates of SEG (as defined below) and certain of our executive officers) that continue to own LLC Interests (as defined below) as of the date of this prospectus and who may redeem their remaining LLC Interests for shares of our Class A common stock.
|
▪
|
“
Former SSE Equity Owners
”
refers to those (i) Original SSE Equity Owners who previously redeemed all or a portion of their LLC Interests for shares of our Class A common stock and (ii) affiliates of former members of SSE Holdings, which, immediately after our IPO, we issued shares of our Class A common stock to as merger consideration upon the acquisition by way of merger of these affiliates that were owned by such former members.
|
▪
|
"
IPO
"
refers to the Company's IPO, which closed on February 4, 2015, of 5,750,000 shares of our Class A common stock at a public offering price of $21.00 per share.
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▪
|
“
LLC Interests
”
refers to the single class of common membership interests of SSE Holdings.
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▪
|
"
selling stockholders
" refers to the existing stockholders who may offer or sell shares of Class A common stock pursuant to this prospectus, as identified in "Selling Stockholders," comprised of (i) the Continuing SSE Equity Owners who prior to the consummation of any offering or sale will redeem their LLC Interests for shares of Class A common stock as described in the "Prospectus Summary— The Offering", (ii) the Former SSE Equity Owners, and (iii) any stockholders who received shares of Class A common stock as a result of the Reorganization of USC.
|
▪
|
“
USHG
”
refers to Union Square Hospitality Group, LLC.
|
▪
|
“
Voting Group
”
refers collectively to (i) Daniel Meyer (including a trust affiliate), (ii) Gramercy Tavern Corp., which is controlled by Mr. Meyer, which we refer to as “
GT
,” (iii) USHG, which, together with Mr. Meyer and GT, we refer to collectively as the “
Meyer Group
,” (iv) certain affiliates of Leonard Green & Partners, L.P., which we refer to as “
LGP
,” (v) certain affiliates of Select Equity Group, which we refer to as “
SEG
,” and (vi) certain other Original SSE Equity Owners who are parties to the Stockholders Agreement, as amended, as described in “Certain Relationships and Related Party Transactions, and Director Independence—Stockholders Agreement” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 27, 2015, incorporated by reference herein (the "
2014 10-K
"). The Voting Group holds Class A common stock and Class B common stock representing in the aggregate a majority of the combined voting power of our common stock.
|
▪
|
we are required to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;
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▪
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we are not required to engage an independent registered public accounting firm to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “
Sarbanes-Oxley Act
”);
|
▪
|
we are not required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “
PCAOB
”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
|
▪
|
we are not required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes;” and
|
▪
|
we are not required to disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.
|
Class A common stock outstanding immediately prior to the offering of Class A common stock for resale by the selling stockholders
|
20,260,181 shares
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Class B common stock outstanding immediately prior to the offering of Class A common stock for resale by the selling stockholders
|
15,994,874 shares
|
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Class A common stock that may sold by the selling stockholders to the public
|
Up to 23,944,334 shares
(1)
|
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|
Class A common stock to be outstanding immediately after the sale of Class A common stock by the selling stockholders to the public
|
36,255,055 shares
(2)
|
|
|
Class B common stock to be outstanding immediately after the sale of all Class A common stock by the selling stockholders to the public
|
None
(2)
|
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Use of Proceeds
|
We will not receive any proceeds from the sale of shares offered hereby
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Risk Factors
|
Investing in our common stock involves a high degree of risk. See "Risk Factors" below
|
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NYSE Market Symbol
|
"SHAK"
|
|
|
(1)
|
Consists of an aggregate of (i) 7,949,460 shares of Class A common stock that previously were issued to certain of our stockholders, and (ii) 15,994,874 shares of Class A common stock issuable by us to certain of our stockholders upon the redemption by the Continuing SSE Equity Owners of an equivalent number of LLC Interests.
|
(2)
|
The number of shares of Class A common stock to be outstanding after the sale of Class A common stock by the selling stockholders assumes redemptions, or exchanges, by selling stockholders of all outstanding LLC Interests (and the surrender and cancellation by such selling stockholders of an equivalent number of shares of Class B common stock).
|
▪
|
low same-Shack sales growth compared to market expectations;
|
▪
|
delays in the planned openings of new Shacks;
|
▪
|
temporary or prolonged Shack closures;
|
▪
|
quarterly variations in our operating results compared to market expectations;
|
▪
|
changes in preferences of our guests;
|
▪
|
adverse publicity about us, the industries we participate in or individual scandals;
|
▪
|
announcements of new offerings or significant price reductions by us or our competitors;
|
▪
|
stock price performance of our competitors;
|
▪
|
substantial future sales of our Class A common stock;
|
▪
|
changes in the price and availability of food commodities, particularly beef and dairy;
|
▪
|
fluctuations in stock market prices and volumes;
|
▪
|
actions by competitors;
|
▪
|
changes in senior management or key personnel;
|
▪
|
changes in financial estimates by securities analysts;
|
▪
|
the market’s reaction to our reduced disclosure as a result of being an “emerging growth company” under the JOBS Act;
|
▪
|
negative earnings or other announcements by us or other restaurant companies;
|
▪
|
downgrades in our credit ratings or the credit ratings of our competitors;
|
▪
|
incurrence of indebtedness or issuances of capital stock;
|
▪
|
global economic, legal and regulatory factors unrelated to our performance; and
|
▪
|
the other factors listed in the "Risk Factors" section of our 2014 10-K or under a similar heading in other documents incorporated by reference in this prospectus.
|
▪
|
our inability to successfully identify and secure appropriate sites and timely develop and expand our operations;
|
▪
|
our inability to protect our brand and reputation;
|
▪
|
our failure to prevent food safety and food-borne illness incidents;
|
▪
|
shortages or interruptions in the supply or delivery of food products;
|
▪
|
our inability to maintain our international supply chain;
|
▪
|
our dependence on a small number of suppliers and a single distribution company for the majority of our domestic distribution needs;
|
▪
|
our inability to protect against security breaches of confidential guest information;
|
▪
|
competition from other restaurants;
|
▪
|
changes in consumer tastes and nutritional and dietary trends;
|
▪
|
our inability to manage our growth;
|
▪
|
our inability to open profitable Shacks;
|
▪
|
our failure to generate projected same-Shack sales growth;
|
▪
|
our inability to maintain sufficient levels of cash flow, or access to capital, to meet growth expectations;
|
▪
|
our dependence on long-term non-cancelable leases;
|
▪
|
our failure to meet the operational and financial performance guidance we provide to the public;
|
▪
|
our dependence on key members of our executive management team;
|
▪
|
our inability to identify qualified individuals for our workforce;
|
▪
|
labor relations difficulties;
|
▪
|
our vulnerability to increased food commodity and energy costs;
|
▪
|
our vulnerability to health care costs and labor costs;
|
▪
|
our vulnerability to global financial market conditions, including the continuing effects from the recent recession;
|
▪
|
our sale of alcoholic beverages;
|
▪
|
our dependence on a limited number of licensees;
|
▪
|
our inability to maintain good relationships with our licensees;
|
▪
|
violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery and anti-kickback laws;
|
▪
|
our ability to adequately protect our intellectual property;
|
▪
|
our business model being susceptible to litigation;
|
▪
|
failure to obtain and maintain required licenses and permits to comply with alcoholic beverage or food control regulations;
|
▪
|
our vulnerability to adverse weather conditions in local or regional areas where our Shacks are located;
|
▪
|
our realization of any benefit from the tax receivable agreement entered into with the Continuing SSE Equity Owners and our organizational structure; and
|
▪
|
the Voting Group’s control of us.
|
|
|
LLC Interests (and an equivalent amount of shares of Class B common stock) owned prior to the offering
|
|
LLC Interests to be exchanged (and an equivalent amount of shares of Class B common stock to be surrendered and cancelled) in the offering(+)
(1)
|
|
LLC Interests (and an equivalent amount of shares of Class B common stock) owned after the offering(+)
|
|
Shares of Class A common stock beneficially owned prior to the offering(^)
(2)
|
|
Shares of Class A common stock that may be sold in the offering
(‡)
|
|
Shares of Class A common stock beneficially owned after the offering (!)
|
||||||||||||||||||||||||
Name and address of beneficial owner
(3)
|
(#)
|
|
(% of LLC Interests out-standing)
|
|
(#)
|
|
(% of Class A common stock out-standing)
(4)
|
|
(#)
|
|
(% of Class A common stock out-standing)
(4)
|
|
(#)
|
|
(%)
(5)
|
|
(#)
|
|
(%)
(4)
|
|
(#)
|
|
(%)
(4)
|
|||||||||||||
ACG Shack LLC
(6)
|
718,590
|
|
|
2.0
|
%
|
|
718,590
|
|
|
2.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
718,590
|
|
|
2.0
|
%
|
|
—
|
|
|
—
|
|
|
Amy Weiss-Meyer Qualified Minor's Trust Dated 12/22/05
|
10,938
|
|
|
*
|
|
|
10,938
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
4,050
(7)
|
|
|
*
|
|
|
14,688
|
|
|
*
|
|
|
300
|
|
|
*
|
|
|
Ashley Campbell
|
30,235
|
|
|
*
|
|
|
30,235
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
1,700
|
|
|
*
|
|
|
30,235
|
|
|
*
|
|
|
1,700
|
|
|
*
|
|
|
Benjamin Family Trust Dated 12/23/92
|
16,977
|
|
|
*
|
|
|
16,977
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
16,977
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
Beth Stephens
|
7,344
|
|
|
*
|
|
|
7,344
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
*
|
|
|
7,344
|
|
|
*
|
|
|
500
|
|
|
*
|
|
|
Charles Meyer Qualified Minor's Trust Dated 11/23/05
|
29,376
|
|
|
*
|
|
|
29,376
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
*
|
|
|
29,376
|
|
|
*
|
|
|
300
|
|
|
*
|
|
|
Daniel Meyer and Affiliates
(8)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Daniel Meyer
|
1,270,136
|
|
|
3.5
|
%
|
|
1,270,136
|
|
|
3.5
|
%
|
|
—
|
|
|
—
|
|
|
8,251
|
|
|
*
|
|
|
1,270,136
|
|
|
3.5
|
%
|
|
8,251
|
|
|
*
|
|
|
Daniel H. Meyer Gift Trust U/A/D 10/31/12
|
590,921
|
|
|
1.6
|
%
|
|
590,921
|
|
|
1.6
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
590,921
|
|
|
1.6
|
%
|
|
—
|
|
|
—
|
|
|
Gramercy Tavern Corp
(9)
|
2,690,263
|
|
|
7.4
|
%
|
|
2,690,263
|
|
|
7.4
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
2,690,263
|
|
|
7.4
|
%
|
|
—
|
|
|
—
|
|
|
Daniel H. Meyer Investment Trust Dated 5/15/92
(9)
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,420,318
|
|
|
7.0
|
%
|
|
1,390,218
|
|
|
3.8
|
%
|
|
30,100
|
|
|
*
|
|
||
|
USHG
|
95,238
|
|
|
*
|
|
|
95,238
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
95,238
|
|
|
*
|
|
|
—
|
|
|
—
|
|
David A. Swinghamer and Affiliate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
David A. Swinghamer
(10)
|
607,167
|
|
|
1.7
|
%
|
|
607,167
|
|
|
1.7
|
%
|
|
—
|
|
|
—
|
|
|
95,503
|
|
|
*
|
|
|
702,670
|
|
|
1.9
|
%
|
|
—
|
|
|
—
|
|
|
David A. Swinghamer Grat
|
20,000
|
|
|
*
|
|
|
20,000
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
198,513
|
|
|
1.0
|
%
|
|
218,513
|
|
|
*
|
|
|
—
|
|
|
—
|
|
David Family Trust Dated 12/23/92
|
16,977
|
|
|
*
|
|
|
16,977
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
16,977
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
Erin Moran
|
38,343
|
|
|
*
|
|
|
38,343
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|
*
|
|
|
38,343
|
|
|
*
|
|
|
3,000
|
|
|
*
|
|
|
Granite Point Capital
|
—
|
|
|
*
|
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
300,001
|
|
|
1.5
|
%
|
|
300,001
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
Gretchen Meyer Qualified Minor's Trust Dated 11/23/05
|
29,376
|
|
|
*
|
|
|
29,376
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
*
|
|
|
29,376
|
|
|
*
|
|
|
300
|
|
|
*
|
|
|
Hallie Meyer Qualified Minor's Trust Dated 11/23/05
|
29,376
|
|
|
*
|
|
|
29,376
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
*
|
|
|
29,376
|
|
|
*
|
|
|
300
|
|
|
*
|
|
|
Isaac Weiss-Meyer Qualified Minor's Trust Dated 12/22/05
|
10,938
|
|
|
*
|
|
|
10,938
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
4,050
(7)
|
|
|
*
|
|
|
14,688
|
|
|
*
|
|
|
300
|
|
|
*
|
|
|
Jamie Welch & Fiona Angelini
|
73,092
|
|
|
*
|
|
|
73,092
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
*
|
|
|
73,092
|
|
|
*
|
|
|
5,000
|
|
|
*
|
|
|
Jean Polsky Investment Trust Dated 3/21/97
|
7,344
|
|
|
*
|
|
|
7,344
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
*
|
|
|
7,344
|
|
|
*
|
|
|
300
|
|
|
*
|
|
|
Jeff Flug and Affiliates
(11)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Jeff Flug
|
—
|
|
|
*
|
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
33,240
|
|
|
*
|
|
|
—
|
|
|
*
|
|
|
33,240
|
|
|
*
|
|
|
Gulf Five LLC
|
514,822
|
|
|
1.4
|
%
|
|
514,822
|
|
|
1.4
|
%
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|
*
|
|
|
664,822
|
|
|
1.8
|
%
|
|
—
|
|
|
—
|
|
|
Flug 2012 GS Trust U/A/D 9/4/12
|
922,574
|
|
|
2.5
|
%
|
|
922,574
|
|
|
2.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
922,574
|
|
|
2.5
|
%
|
|
—
|
|
|
—
|
|
Jeff Uttz
|
171,579
|
|
|
*
|
|
|
171,579
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
79,000
|
|
|
*
|
|
|
171,579
|
|
|
*
|
|
|
79,000
|
|
|
*
|
|
|
Joan W. Harris Revocable Trust Dated 4/1/93
|
58,751
|
|
|
*
|
|
|
58,751
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
*
|
|
|
58,751
|
|
|
*
|
|
|
500
|
|
|
*
|
|
|
Jonathan Sokoloff
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,251
|
|
|
*
|
|
|
—
|
|
|
|
|
8,251
|
|
|
*
|
|
||
Karen Kochevar
|
71,621
|
|
|
*
|
|
|
71,621
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
15,875
|
|
|
*
|
|
|
.
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
Leonard Green Partners
(12)(13)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Green Equity Investors VI, L.P.
|
4,413,906
|
|
|
12.2
|
%
|
|
4,413,906
|
|
|
12.2
|
%
|
|
—
|
|
|
—
|
|
|
112,578
|
|
|
*
|
|
|
4,526,484
|
|
|
12.5
|
%
|
|
—
|
|
|
—
|
|
|
Green Equity Investors Side VI, L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,697,787
|
|
|
13.3
|
%
|
|
2,697,787
|
|
|
7.4
|
%
|
|
—
|
|
|
—
|
|
|
LGP Malted Coinvest LLC
|
330,388
|
|
|
*
|
|
|
330,388
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
330,388
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Laura Sloate
|
294,074
|
|
|
*
|
|
|
294,074
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
7,500
|
|
|
—
|
|
|
301,574
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
Marc Weiss Revocable Trust U/A/D 8/11/2003
|
9,354
|
|
|
*
|
|
|
9,354
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
*
|
|
|
9,354
|
|
|
*
|
|
|
500
|
|
|
*
|
|
|
Michael Romano
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,941
(7)
|
|
|
*
|
|
|
32,941
|
|
|
*
|
|
|
1,000
|
|
|
*
|
|
|
Orrin Devinsky
|
22,744
|
|
|
*
|
|
|
22,744
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
21,000
(7)
|
|
|
*
|
|
|
43,744
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
Paul Bolles-Beaven
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,506
(7)
|
|
|
*
|
|
|
108,506
|
|
|
*
|
|
|
1,000
|
|
|
*
|
|
|
Peyton Meyer Qualified Minor's Trust Dated 11/23/05
|
29,376
|
|
|
*
|
|
|
29,376
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
*
|
|
|
29,376
|
|
|
*
|
|
|
300
|
|
|
*
|
|
|
Randy Garutti and Affiliate
(14):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Randy Garutti
|
817,051
|
|
|
2.3
|
%
|
|
817,051
|
|
|
2.3
|
%
|
|
—
|
|
|
—
|
|
|
140,100
|
|
|
*
|
|
|
817,051
|
|
|
2.3
|
%
|
|
140,100
|
|
|
*
|
|
|
The Randall J. Garutti 2014 GST Trust
|
55,972
|
|
|
*
|
|
|
55,972
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
55,972
|
|
|
*
|
|
|
—
|
|
|
—
|
|
RHF-NM 1999 Descendants Trust Dated 1/1/2006
|
52,439
|
|
|
*
|
|
|
52,439
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
21,300
(7)
|
|
|
*
|
|
|
73,439
|
|
|
*
|
|
|
300
|
|
|
*
|
|
|
RHF-TM 1999 Descendants Trust Dated 1/1/2006
|
29,376
|
|
|
*
|
|
|
29,376
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
*
|
|
|
29,376
|
|
|
*
|
|
|
300
|
|
|
*
|
|
|
Richard Coraine and Affiliate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Richard Coraine
|
207,924
|
|
|
*
|
|
|
207,924
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
56,951
|
|
|
*
|
|
|
259,875
|
|
|
*
|
|
|
5,000
|
|
|
*
|
|
|
Richard D. Coraine 2012 Family Trust
|
331,401
|
|
|
*
|
|
|
331,401
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
36,822
|
|
|
*
|
|
|
368,223
|
|
|
1.0
|
%
|
|
—
|
|
|
—
|
|
Robert Vivian
|
58,351
|
|
|
*
|
|
|
58,351
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
34,026
|
|
|
*
|
|
|
58,351
|
|
|
*
|
|
|
34,026
|
|
|
*
|
|
|
Roxanne H. Frank Revocable Trust Dated 9/30/75
|
108,878
|
|
|
*
|
|
|
108,878
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
44,000
(7)
|
|
|
*
|
|
|
146,878
|
|
|
*
|
|
|
6,000
|
|
|
—
|
|
|
SEG Partners
(15)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
SEG Partners, L.P.
|
238,127
|
|
|
*
|
|
|
238,127
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
81,226
|
|
|
*
|
|
|
319,353
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
SEG Partners II, L.P.
|
867,658
|
|
|
2.4
|
%
|
|
867,658
|
|
|
2.4
|
%
|
|
—
|
|
|
—
|
|
|
330,472
|
|
|
1.6
|
%
|
|
1,198,130
|
|
|
3.3
|
%
|
|
—
|
|
|
—
|
|
|
SEG Partners Offshore Master Fund Ltd.
|
—
|
|
|
*
|
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
2,025,452
|
|
|
10.0
|
%
|
|
2,025,452
|
|
|
5.6
|
%
|
|
—
|
|
|
—
|
|
Share Our Strength
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,967
(7)
|
|
|
*
|
|
|
64,967
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
Thomas O'Neal Ryder Family Trust
|
45,814
|
|
|
*
|
|
|
45,814
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
100,000
(7)
|
|
|
*
|
|
|
145,814
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
VHP Special Trust For Jack Dated 12/31/12
|
22,032
|
|
|
*
|
|
|
22,032
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
*
|
|
|
22,032
|
|
|
*
|
|
|
300
|
|
|
*
|
|
|
Walter Robb
|
28,031
|
|
|
*
|
|
|
28,031
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
61,648
(7)
|
|
|
*
|
|
|
89,679
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
|
*
|
Represents beneficial ownership of less than 1%
|
(+)
|
Continuing SSE Equity Owners will redeem (or exchange), on a one-for-one basis, their LLC Interests for newly-issued shares of Class A common stock, to the extent they offer or sell shares of Class A common pursuant to this prospectus (and a
n equivalent number of shares of Class B common stock held by such selling stockholders will be surrendered and cancelled in connection with each such LLC Interest exchange
). See “Certain Relationships and Related Transactions, and Director Independence—SSE Holdings LLC Agreement—LLC Interest Redemption Right” in our 2014 10-K
.
|
(^)
|
Consists of (i) shares of Class A common stock acquired under the Company's Directed Share Program and (ii) 7,949,460 shares of Class A common stock previously issued to the Former SSE Equity Owners.
|
(‡)
|
Consists of (i) the shares of Class A common stock to be offered or sold by the Continuing SSE Equity Owners after giving effect to the redemption (or exchange) of their respective LLC Interests and (ii) 7,949,460 shares of Class A common stock previously issued to the Former SSE Equity Owners. None of the shares of Class A common stock acquired under the Company's Directed Share Program will be sold in the offering.
|
(!)
|
Assumes the sale by the selling stockholders of all shares of Class A common stock registered pursuant to this prospectus. None of the shares of Class A common stock acquired under the Company's Directed Share Program will be sold in the offering.
|
(1)
|
Assumes all LLC Interests are redeemed (or exchanged) (and all shares of Class B common stock are surrendered and cancelled) for shares of Class A common stock.
|
(2)
|
Includes shares that the following persons currently have the right to acquire or will have the right to acquire within 60 days: (Daniel H. Meyer - 8,251 shares; Jeff Uttz - 69,000 shares; Jonathan Sokoloff - 8,251 shares ; Randy Garutti - 137,000 shares; Robert Vivian - 14,026 shares).
|
(3)
|
Unless otherwise noted, the address for each beneficial owner listed on the table is c/o Shake Shack Inc., 24 Union Square East, 5th Floor, New York, New York 10003.
|
(4)
|
Percentage of ownership calculated after adding the total number of shares of Class A common stock issued upon exchange of all outstanding LLC Interests held by the Continuing SSE Equity Owners to the existing number of shares of Class A common stock outstanding as of February 17, 2016.
|
(5)
|
Percentage of ownership calculated against the total number of shares of Class A common stock outstanding as of February 17, 2016.
|
(6)
|
ACG Shack LLC ("
ACG Shack
") is managed by Alliance Consumer Growth LLC ("
Alliance
"), the investment manager for Alliance Consumer Growth Fund, LP. Josh Goldin, Julian Steinberg and Trevor Nelson are the managing members of Alliance LLC and may be deemed to control Alliance. As such, these individuals may be deemed to have shared voting and investment power with respect to the 718,590 shares beneficially owned by ACG Shack. Each of Mr. Goldin, Mr. Steinberg and Mr. Nelson disclaim beneficial ownership of the 718,590 shares held by ACG Shack. The address for each of ACG Shake Shack LLC, Alliance Consumer Growth LLC and Alliance Consumer Growth Fund, LP. is c/o Alliance Consumer Growth LLC, 655 Madison Avenue, 20th Floor, New York, New York 10065.
|
(7)
|
Represents shares of Class A common stock either previously issued to, or acquired in the Company's Directed Share Program by, selling stockholders who are not subject to any Section 16 reporting obligations. Excluding the shares of Class A Common Stock acquired in the Company's Directed Share Program, the maximum number of shares that may still be owned by these selling stockholders that may be sold in the offering represents less than 1% of our outstanding shares of Class A Common Stock.
|
(8)
|
Includes (i) 1,270,136 shares of Class B common stock acquired pursuant to a subscription agreement entered into with the Company in connection with our IPO on February 4, 2015; (ii) 590,921 shares of Class B common stock held by the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12 (the "
Gift Trust"
), of which Mr. Meyer's spouse is a trustee and beneficiary, acquired pursuant to a subscription agreement entered into with the Company in connection with our IPO on February 4, 2015; (ii) 2,690,263 shares of Class B common stock held by GT, acquired pursuant to a subscription agreement entered into with the Company in connection with our IPO on February 4, 2015; (iv) 95,238 shares of Class B common stock held by Union Square Hospitality Group, LLC ("
USHG
"), acquired pursuant to a subscription agreement entered into with the Company in connection with our IPO on February 4, 2015, (v) 1,420,318 shares of Class A common stock held by the Daniel H. Meyer Investment Trust dated 5/15/92 (the "
Investment Trust
"), of which Mr. Meyer is the grantor, trustee and beneficiary, acquired through a combination of the Reorganization (described below) and the Company's Directed Share Program using personal funds.
|
(9)
|
Pursuant to the Stockholders Agreement, Daniel H. Meyer, Union Square Cafe Corp. ("
USC
"), GT, USHG, and the Gift Trust (collectively, the "
Meyer Stockholders
") have the right to cause all of the stock of GT and USC to be converted into and exchanged for shares of Class A common stock pursuant to a reorganization under Section 368(a) of the Internal Revenue Code (the "
Reorganization
"). The Meyer Stockholders made such an election with respect to USC. To effect the Reorganization, a subsidiary of the Company merged with and into USC, resulting in (i) conversion and exchange of shares of USC for Class A common stock, (ii) cancellation of Class B common stock of the Company held by USC, and (iii) transfer of LLC Interests held by USC to the Company. The Investment Trust received 1,390,218 shares of Class A common stock in exchange for shares of USC, representing 80.462% interest in USC. The other shareholders received an aggregate of 337,586 shares of Class A common stock in exchange for shares of USC, representing 19.538% interest in USC, all of whom are included in the table as selling stockholders.
|
(10)
|
David A. Swinghamer served as SSE Holdings’ Chief Development Officer from December 29, 2011 until March 27, 2014, and previously as Chief Executive Officer from December 31, 2009 until December 28, 2011. Mr. Swinghamer served on SSE Holdings’ board of directors from January 14, 2010 until February 4, 2014.
|
(11)
|
Includes (i) 30,000 shares of Class A common stock acquired under the Company's Directed Share Program using personal funds; (ii) 3,240 shares of Class A common stock issued to Mr. Flug upon exercise of options, (iii) 150,000 shares of Class A common stock previously issued to Gulf Five LLC, of which Mr. Flug is the sole manager of the management company, (iv) 514,822 shares of Class B common stock held by Gulf Five LLC, acquired pursuant to a subscription agreement entered into with the Company in connection with our IPO on February 4, 2015; and (v) 922,574 shares of Class B common stock held by the Flug 2012 GS Trust U/A/D 9/4/12, of which Mr. Flug's spouse is the trustee and beneficiary, acquired pursuant to a subscription agreement entered into with the Company in connection with the Company's IPO on February 4, 2015.
|
(12)
|
Green Equity Investors VI, L.P., a Delaware limited partnership (“
GEI VI
”) is the direct owner of 112,578 shares of Class A common stock and 4,413,906 shares of Class B common stock of Shake Shack Inc. (the “
GEI VI Shares
”). Green Equity Investors Side VI, L.P., a Delaware limited partnership (“
GEI Side VI
”), is the direct owner of 2,697,787 shares of Class A common stock (the “
GEI Side VI Shares
”). LGP Malted Coinvest LLC, a Delaware limited liability company (“
Malted
” and, collectively with GEI VI and GEI Side VI the “
Green Funds
”), is the direct owner of 330,388 shares of Class B common stock of Shake Shack Inc. (the “
Malted Shares
” and, collectively with the GEI VI Shares and the GEI Side VI Shares, the “
Green Shares
”).
|
(13)
|
Voting and investment power with respect to the Green Shares may be deemed to be shared by certain affiliated entities. GEI Capital VI, LLC (“
GEIC
”), is the general partner of GEI VI and GEI Side VI. Green VI Holdings, LLC (“
Holdings
”) is a limited partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P. (“
LGP
”) is the management company of GEI VI, GEI Side VI, and Holdings. Peridot Coinvest Manager LLC (“
Peridot
”), an affiliate of LGP, is the manager of Malted. Each of GEI VI, GEI Side VI, Holdings, Malted, LGP, and Peridot disclaims such shared beneficial ownership of Shake Shack Inc.’s Class A common stock and Class B common stock. Jonathan D. Sokoloff may also be deemed to share voting and investment power with respect to such shares due to his positions with LGP and Peridot, and he disclaims beneficial ownership of such shares. Each of Messrs. John G. Danhakl, Jonathan D. Sokoloff, Jonathan A. Seiffer, John M. Baumer, Timothy J. Flynn, James D. Halper, Todd M. Purdy, Michael S. Solomon, W. Christian McCollum, Usama N. Cortas, and J. Kristofer Galashan, and Ms. Alyse M. Wagner either directly (whether through ownership interest or position) or indirectly, through one or more intermediaries, may be deemed to control GEIC, LGP, and Peridot. As such, these individuals may be deemed to have shared voting and investment power with respect to all shares beneficially owned by GEI VI, GEI Side VI, Holdings, Malted, LGP, and Peridot. These individuals each disclaim beneficial ownership of the securities held by GEI VI, GEI Side VI, Holdings, Malted, LGP, and Peridot, except to the extent of their respective pecuniary interest therein. Each of the foregoing entity’s and individual’s address (other than the Company) is c/o Leonard Green & Partners, L.P., 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025.
|
(14)
|
Includes (i) 3,000 shares of Class A common stock acquired under the Company's Directed Share Program using personal funds, (ii) 100 shares of Class A common stock directly held, (iii) 817,051 shares of Class B common stock acquired pursuant to a subscription agreement entered into with the Company in connection with our IPO on February 4, 2015 and (iv) 55,972 shares of Class B common stock held by the The Randall J. Garutti 2014 GST Trust, of which Mr. Garutti's spouse is a trustee and beneficiary, acquired pursuant to a subscription agreement entered into with the Company in connection with the Company's IPO on February 4, 2015.
|
(15)
|
Select Equity Group, L.P. ("
Select Equity
"), a limited partnership controlled by George S. Loening, has the power to vote or direct the vote of, and dispose or direct the disposition of, the shares beneficially owned by SEG Partners L.P., SEG Partners II, L.P. and SEG Partners Offshore Master Fund, Ltd. Select Equity is an investment adviser and possesses sole power to vote or direct the vote of, and dispose or direct the disposition of, 3,542,935 shares. George S. Loening is a control person and possesses sole power to vote or direct the vote of, and dispose or direct the disposition of, 3,542,935 shares. The address for Select Equity is Select Equity Group, L.P., 380 Lafayette Street New York, New York 10003.
|
▪
|
the holder will not transfer any shares of Class B common stock to any person unless the holder transfers an equal number of LLC Interests to the same person; and
|
▪
|
in the event the holder transfers any LLC Interests to any person, the holder will transfer an equal number of shares of Class B common stock to the same person.
|
▪
|
any breach of his duty of loyalty to us or our stockholders;
|
▪
|
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
|
▪
|
any transaction from which the director derived an improper personal benefit; or
|
▪
|
improper distributions to stockholders.
|
•
|
any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
|
•
|
the over-the-counter market;
|
•
|
transactions otherwise than on these exchanges or systems or in the over-the-counter market;
|
•
|
the writing of options, whether such options are listed on an options exchange or otherwise;
|
•
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
•
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
•
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
•
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
•
|
privately negotiated transactions;
|
•
|
short sales;
|
•
|
transactions in which broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
|
•
|
a combination of any such methods of sale; and
|
•
|
any other method permitted pursuant to applicable law.
|
▪
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 27, 2015;
|
▪
|
our Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2015, filed with the SEC on May 15, 2015, our Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2015, filed with the SEC on August 10, 2015, and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed with the SEC on November 6, 2015;
|
▪
|
our Current Report on Form 8-K, filed with the SEC on February 10, 2015, our Current Report on Form 8-K, filed with the SEC on January 20, 2016 and our Current Report on Form 8-K, filed with the SEC on February 24, 2016; and
|
▪
|
the description of our Class A common stock as set forth in our registration statement on Form 8-A (File No. 001-36749), filed with the SEC on January 28, 2015, pursuant to Section 12(b) of the Exchange Act, including any subsequent amendments or reports filed for the purpose of updating such description.
|
|
||||||||||||
|
|
|
|
|
|
|||||||
|
||||||||||||
|
||||||||||||
|
||||||||||||
|
|
Amount
|
||
SEC registration fee
|
0*
|
|
|
FINRA Filing Fee
|
—
|
|
|
Accountants' fees and expenses
|
20,000.00
|
|
|
Legal fees and expenses
|
10,000.00
|
|
|
Transfer agent's fees and expenses
|
—
|
|
|
Printing and engraving expenses
|
—
|
|
|
Miscellaneous
|
10,000.00
|
|
|
Total expenses
|
$
|
40,000.00
|
|
|
|
*
|
Previously paid in connection with filing of Registration Statement
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(A)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(B)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
|
(C)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(A)
|
If the registrant is relying on Rule 430B:
|
i)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(B)
|
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
(5)
|
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(6)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933
|
|
Shake Shack Inc.
|
|
|
|
|
|
By:
|
/s/ Randy Garutti
|
|
|
Randy Garutti
|
|
|
Chief Executive Officer and Director
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ Randy Garutti
|
|
Chief Executive Officer and Director
|
March 10, 2016
|
Randy Garutti
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Jeff Uttz
|
|
Chief Financial Officer
|
March 10, 2016
|
Jeff Uttz
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
*
|
|
Chairman of the Board of Directors
|
March 10, 2016
|
Daniel Meyer
|
|
|
|
|
|
|
|
*
|
|
Director
|
March 10, 2016
|
Jeff Flug
|
|
|
|
|
|
|
|
*
|
|
Director
|
March 10, 2016
|
Evan Guillemin
|
|
|
|
|
|
|
|
*
|
|
Director
|
March 10, 2016
|
Jenna Lyons
|
|
|
|
|
|
|
|
*
|
|
Director
|
March 10, 2016
|
Jonathan D. Sokoloff
|
|
|
|
|
|
|
|
*
|
|
Director
|
March 10, 2016
|
Robert Vivian
|
|
|
|
|
|
|
|
*By: /s/ Randy Garutti
|
|
|
|
Randy Garutti
|
|
|
|
Attorney-in-fact
|
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
||
1.1
|
*
|
Form of Underwriting Agreement.
|
|
S-1/A
|
|
1.1
|
|
11/9/2015
|
|
|
3.1
|
*
|
Amended and Restated Certificate of Incorporation of Shake Shack Inc., effective February 4, 2015.
|
|
8-K
|
|
3.1
|
|
2/10/2015
|
|
|
3.2
|
*
|
Amended and Restated Bylaws of Shake Shack Inc., dated February 4, 2015.
|
|
8-K
|
|
3.2
|
|
2/10/2015
|
|
|
4.1
|
*
|
Form of Class A Common Stock Certificate.
|
|
S-1/A
|
|
4.1
|
|
1/28/2015
|
|
|
5.1
|
|
Opinion of Proskauer Rose LLP.
|
|
|
|
|
|
|
|
#
|
10.1
|
*
|
Third Amended and Restated Limited Liability Company Agreement of SSE Holdings, LLC, dated February 4, 2015 by and among SSE Holdings, LLC and its Members.
|
|
8-K
|
|
10.3
|
|
2/10/2015
|
|
|
10.1.1
|
|
Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of SSE Holdings, LLC, dated March 7, 2016, but effective as of February 5, 2015.
|
|
|
|
|
|
|
|
#
|
10.2
|
*
|
Amended and Restated Management Services Agreement, to be effective as of January 15, 2015, by and between SSE Holdings, LLC and USHG, LLC.
|
|
S-1
|
|
10.1
|
|
12/29/2014
|
|
|
10.3
|
*
|
Tax Receivable Agreement, dated February 4, 2015, by and among Shake Shack Inc., SSE Holdings, LLC and each of the Members from time to time party thereto.
|
|
8-K
|
|
10.1
|
|
2/10/2015
|
|
|
10.4
|
*
|
Registration Rights Agreement, dated February 4, 2015, by and among Shake Shack Inc. and each other person identified on the schedule of investors attached thereto.
|
|
8-K
|
|
10.2
|
|
2/10/2015
|
|
|
10.4.1
|
*
|
Amendment No. 1 to Registration Rights Agreement, dated and effective as of October 8, 2015, by and among Shake Shack Inc., the Continuing SSE Equity Owners and affiliates of the Former SSE Equity Owners.
|
|
10-Q
|
|
10.2
|
|
11/6/2015
|
|
|
10.5
|
*
|
Stockholders Agreement, dated February 4, 2015, by and among Shake Shack Inc., SSE Holdings, LLC, and the persons and entities listed on the schedules attached thereto.
|
|
8-K
|
|
10.4
|
|
2/10/2015
|
|
|
10.5.1
|
*
|
Amendment No. 1 to Stockholders Agreement, dated and effective as of October 8, 2015, by and among Shake Shack Inc., SSE Holdings, LLC, the Meyer Stockholders, the LGP Stockholders and the SEG Stockholders.
|
|
10-Q
|
|
10.1
|
|
11/6/2015
|
|
|
10.6
|
*
|
Third Amended and Restated Credit Agreement, dated January 28, 2015, among SSE Holdings, LLC, each other loan party signatory thereto and JPMorgan Chase Bank, N.A., as administrative agent.
|
|
10-K
|
|
10.6
|
|
3/27/2015
|
|
|
10.7
|
*
|
Second Amended and Restated Security Agreement, entered into as of February 18, 2014 by and among SSE Holdings, LLC, each other loan party signatory thereto and JPMorgan Chase Bank, N.A., as administrative agent.
|
|
S-1/A
|
|
10.6
|
|
1/20/2015
|
|
|
10.8
|
*
|
Form of Indemnification Agreement entered into between Shake Shack Inc. and each of its directors and officers, effective February 4, 2015.
|
|
S-1/A
|
|
10.21
|
|
1/20/2015
|
|
|
10.9
|
†*
|
SSE Holdings, LLC Unit Appreciation Rights Plan.
|
|
S-1
|
|
10.7
|
|
12/29/2014
|
|
|
10.9.1
|
†*
|
Amendment No. 1 to the SSE Holdings, LLC Unit Appreciation Rights Plan.
|
|
S-1
|
|
10.8
|
|
12/29/2014
|
|
|
10.9.2
|
†*
|
Amendment No. 2 to the SSE Holdings, LLC Unit Appreciation Rights Plan.
|
|
S-1
|
|
10.9
|
|
12/29/2014
|
|
|
10.9.3
|
†*
|
Form of Unit Appreciation Right Agreement.
|
|
S-1
|
|
10.10
|
|
12/29/2014
|
|
|
10.10
|
†*
|
Shake Shack Inc. 2015 Incentive Award Plan.
|
|
S-8
|
|
4.4
|
|
1/30/2015
|
|
|
10.10.1
|
†*
|
Form of employee option agreement under the Shake Shack Inc. 2015 Incentive Award Plan.
|
|
S-1/A
|
|
10.19
|
|
1/20/2015
|
|
|
10.10.2
|
†*
|
Form of director option agreement under the Shake Shack Inc. 2015 Incentive Award Plan.
|
|
S-1/A
|
|
10.20
|
|
1/20/2015
|
|
|
10.11
|
†*
|
2015 Senior Executive Bonus Plan.
|
|
S-1
|
|
10.12
|
|
12/29/2014
|
|
|
10.12
|
†*
|
Employment Agreement, dated as of November 25, 2014, by and between Shake Shack Inc., SSE Holdings, LLC and Randall Garutti.
|
|
S-1
|
|
10.17
|
|
12/29/2014
|
|
|
10.13
|
†*
|
Employment Agreement, dated as of December 1, 2014, by and between Shake Shack Inc., SSE Holdings, LLC and Jeff Uttz.
|
|
S-1
|
|
10.18
|
|
12/29/2014
|
|
|
10.14
|
†*
|
Special Bonus Agreement by and between Union Square Hospitality Group, LLC and Randall Garutti, entered into on March 11, 2011.
|
|
S-1
|
|
10.14
|
|
12/29/2014
|
|
|
10.14.1
|
†*
|
Amendment to Special Bonus Agreement by and between Union Square Hospitality Group, LLC and Randall Garutti, entered into on March 11, 2011, effective as of July 25, 2013.
|
|
S-1
|
|
10.15
|
|
12/29/2014
|
|
|
10.14.2
|
†*
|
Assignment and Assumption Agreement, effective as of October 30, 2014, among Union Square Hospitality Group, LLC, Randall Garutti and SSE Holdings, LLC.
|
|
S-1
|
|
10.16
|
|
12/29/2014
|
|
|
10.14.3
|
†*
|
Assignment and Assumption Agreement, dated as of January 15, 2015, by and among SSE Holdings, LLC and Shake Shack Inc.
|
|
S-1/A
|
|
10.22
|
|
1/20/2015
|
|
|
21
|
*
|
Subsidiaries of Shake Shack Inc.
|
|
10-K
|
|
21.0
|
|
3/27/2015
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm as to Shake Shack Inc.
|
|
|
|
|
|
|
|
#
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm as to SSE Holdings, LLC.
|
|
|
|
|
|
|
|
#
|
23.3
|
|
Consent of Proskauer Rose LLP (included in Exhibit 5.1).
|
|
|
|
|
|
|
|
#
|
23.4
|
*
|
Consent of eSite, Inc., dated October 8, 2015.
|
|
S-1
|
|
23.4
|
|
11/9/2015
|
|
|
24.1
|
*
|
Power of Attorney.
|
|
|
|
|
|
|
|
|
|
|
#
|
Filed herewith.
|
*
|
Previously filed.
|
†
|
Indicates a management contract or compensatory plan or arrangement.
|
A.
|
The definition of “
Common Unit Redemption Price
” is hereby amended in its entirety as follows:
|
B.
|
As hereby amended by this Amendment, the Third A&R LLC Agreement remains in full force and effect.
|
|
|
|
COMPANY
|
|
|
|
|
SSE HOLDINGS, LLC
|
|
|
|
|
By:
|
/s/ Jeff Uttz
|
|
|
|
Name:
|
Jeff Uttz
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
MAJORITY MEMBERS
|
|
|
|
|
SHAKE SHACK INC.
|
|
|
|
|
By:
|
/s/ Jeff Uttz
|
|
|
|
Name:
|
Jeff Uttz
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
UNION SQUARE HOSPITALITY GROUP, LLC
|
|
|
|
|
By:
|
/s/ Daniel H. Meyer
|
|
|
|
Name:
|
Daniel H. Meyer
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
GRAMERCY TAVERN CORP
|
|
|
|
|
By:
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/s/ Daniel H. Meyer
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Name:
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Daniel H. Meyer
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Title:
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Authorized Signatory
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DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12
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By:
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/s/ Audrey Meyer
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Name:
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Audrey Meyer, not individually but solely as Co-Trustee
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GREEN EQUITY INVESTORS VI, L.P.
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By:
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GEI Capital VI, LLC, its General Partner
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By:
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/s/ Lance J.T. Schumacher
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Name:
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Lance J.T. Schumacher
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Title:
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Vice President - Tax
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LGP MALTED COINVEST LLC
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By:
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Peridot Coinvest Manager LLC, its Manager
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By:
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Leonard Green & Partners, L.P., its Manager
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By:
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LGP Management, Inc., its General Partner
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By:
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/s/ Lance J.T. Schumacher
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Lance J.T. Schumacher
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Vice President - Tax
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SEG PARTNERS, L.P.
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By:
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SEG Partners Holdings, LLC, its general partner
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By:
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/s/ George Loening
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Name:
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George Loening
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Title:
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Managing Member
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SEG PARTNERS II, L.P.
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By:
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SEG Partners II Holdings, LLC, its general partner
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By:
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/s/ George Loening
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Name:
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George Loening
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Title:
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Managing Member
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