Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| _______________ | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 3) | |
|
Shake Shack Inc. | |
| (Name of Issuer) | |
|
Common Stock, $0.001 par value per share | |
| (Title of Class of Securities) | |
|
819047 101 | |
| (CUSIP Number) | |
| Granite Point Capital, L.P. | |
| 109 State Street | |
| 5th Floor | |
| Boston, MA 02109 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
May 11, 2017 | |
| (Date of Event which Requires | |
| Filing of this Schedule) | |
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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
--------------------------
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 4 Pages |
| 1 |
NAME OF REPORTING PERSON Granite Point Capital, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 56,704 | ||
| 8 |
SHARED VOTING POWER 0 | |||
| 9 |
SOLE DISPOSITIVE POWER 56,704 | |||
| 10 |
SHARED DISPOSITIVE POWER 0 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 56,704 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.22% | |||
| 14 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 819047 101 | SCHEDULE 13D/A | Page 3 of 4 Pages |
This Amendment No. 3 (this "Amendment No. 3"), supplements and amends the Schedule 13D originally filed on February 17, 2015 (as amended and supplemented to date, the "Schedule 13D") 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 No. 3 and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13D. This Amendment No. 3 constitutes and exit filing for the Reporting Person.
| Item 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is amended and supplemented as follows:
On May 11, 2017, the Stockholders Agreement was amended such that the Reporting Person has been released from the Stockholders Agreement and accordingly is no longer a party to the Voting Group.
| Item 5. | INTEREST IN SECURITIES OF THE COMPANY. |
Item 5 of the Schedule 13D 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 Person is based upon a total of 25,757,064 shares of A-Common outstanding which is the total number of shares of A-Common reported by the Issuer to be outstanding on April 26, 2017 in its Form 10-Q filed with the SEC on May 5, 2017.
At the close of business on the date hereof, the Reporting Person may be deemed to beneficially own 56,704 shares of A-Common, constituting approximately 0.22% of the shares of A-Common outstanding.
(c) Information concerning transactions in the shares of A-Common effected by the Reporting Person during the past sixty days is set forth in Exhibit A hereto and is incorporated herein by reference. All of the transactions in shares of A-Common listed on Exhibit A were effected in the open market through brokerage entities.
(d) None.
(e) May 11, 2017
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS. |
| Exhibit A: | Transactions in the Shares During the Last 60 Days. |
| CUSIP No. 819047 101 | SCHEDULE 13D/A | Page 4 of 4 Pages |
SIGNATURES
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 12, 2017
|
Granite Point Capital, L.P. By: Granite Point Capital Management, L.P. its investment manager | |||
| By: | /s/ David Bushley | ||
| Name: | David Bushley | ||
| Title: | Chief Operating Officer | ||
EXHIBIT A
Transactions in the Issuer During the Last 60 Days
The following table sets forth all transactions in the Shares effected in the past sixty days by the Reporting Person. Except as noted below, all such transactions were effected in the open market through brokers and the price per share is net of commissions.
| Trade Date | Shared Purchased (Sold) | Price Per Share ($) |
| 5/4/2017 | (43,296) | 30.3872 |