Sec Form 13D Filing - Green Equity Investors VI L.P. filing for Shake Shack Inc. (SHAK) - 2019-05-15

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.

  Name of Reporting Persons:

  I.R.S. Identification No. of Above Persons (entities only):

  Green Equity Investors VI, L.P.

   Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☒        (b)  ☐

  SEC Use Only:

   Source of Funds (See Instructions):

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

   Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  1,647,582

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,647,582

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,638,582

   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

   Percent of Class Represented by Amount in Row (11):

4.41% beneficial ownership of the voting stock based on 37,155,073 shares of Common Stock outstanding as of April 24, 2019, as reported in Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2019

   Type of Reporting Person (See Instructions):

  PN

  Name of Reporting Persons:

  I.R.S. Identification No. of Above Persons (entities only):

  Green Equity Investors Side VI, L.P.

   Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☒        (b)  ☐

  SEC Use Only:

   Source of Funds (See Instructions):

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

   Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  1,647,582

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,647,582

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,638,582

   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

   Percent of Class Represented by Amount in Row (11):

4.41% beneficial ownership of the voting stock based on 37,155,073 shares of Common Stock outstanding as of April 24, 2019, as reported in Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2019

   Type of Reporting Person (See Instructions):

  PN

  Name of Reporting Persons:

  I.R.S. Identification No. of Above Persons (entities only):

  LGP Malted Coinvest LLC

   Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☒        (b)  ☐

  SEC Use Only:

   Source of Funds (See Instructions):

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

   Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  1,647,582

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,647,582

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,638,582

   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

   Percent of Class Represented by Amount in Row (11):

4.41% beneficial ownership of the voting stock based on 37,155,073 shares of Common Stock outstanding as of April 24, 2019, as reported in Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2019

   Type of Reporting Person (See Instructions):

  OO (Limited Liability Company)

  Name of Reporting Persons:

  I.R.S. Identification No. of Above Persons (entities only):

  GEI Capital VI, LLC

   Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

   Source of Funds (See Instructions):

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

   Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  1,647,582

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,647,582

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,638,582

   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

   Percent of Class Represented by Amount in Row (11):

4.41% beneficial ownership of the voting stock based on 37,155,073 shares of Common Stock outstanding as of April 24, 2019, as reported in Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2019

   Type of Reporting Person (See Instructions):

  OO (Limited Liability Company)

  Name of Reporting Persons:

  I.R.S. Identification No. of Above Persons (entities only):

  Green VI Holdings, LLC

   Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

   Source of Funds (See Instructions):

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

   Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  1,647,582

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,647,582

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,638,582

   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

   Percent of Class Represented by Amount in Row (11):

4.41% beneficial ownership of the voting stock based on 37,155,073 shares of Common Stock outstanding as of April 24, 2019, as reported in Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2019

   Type of Reporting Person (See Instructions):

  OO (Limited Liability Company)

  Name of Reporting Persons:

  I.R.S. Identification No. of Above Persons (entities only):

  Leonard Green & Partners, L.P.

   Check the Appropriate Box if a Member of a Group (See Instructions):

   (a)  ☐        (b)  ☐

  SEC Use Only:

   Source of Funds (See Instructions):

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

   Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  1,647,582

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,647,582

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,638,582

   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

   Percent of Class Represented by Amount in Row (11):

4.41% beneficial ownership of the voting stock based on 37,155,073 shares of Common Stock outstanding as of April 24, 2019, as reported in Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2019

   Type of Reporting Person (See Instructions):

  PN

  Name of Reporting Persons:

  I.R.S. Identification No. of Above Persons (entities only):

  LGP Management, Inc.

   Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

   Source of Funds (See Instructions):

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

   Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  1,647,582

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,647,582

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,638,582

   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

   Percent of Class Represented by Amount in Row (11):

4.41% beneficial ownership of the voting stock based on 37,155,073 shares of Common Stock outstanding as of April 24, 2019, as reported in Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2019

   Type of Reporting Person (See Instructions):

  CO

  Name of Reporting Persons:

  I.R.S. Identification No. of Above Persons (entities only):

  Peridot Coinvest Manager LLC

   Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

   Source of Funds (See Instructions):

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

   Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  1,647,582

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,647,582

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,638,582

   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

   Percent of Class Represented by Amount in Row (11):

4.41% beneficial ownership of the voting stock based on 37,155,073 shares of Common Stock outstanding as of April 24, 2019, as reported in Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2019

   Type of Reporting Person (See Instructions):

  OO (Limited Liability Company)

  Name of Reporting Persons:

  I.R.S. Identification No. of Above Persons (entities only):

  Jonathan D. Sokoloff

   Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

   Source of Funds (See Instructions):

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  United States of America

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  1,647,582

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,647,582

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,638,582

   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

   Percent of Class Represented by Amount in Row (11):

4.41% beneficial ownership of the voting stock based on 37,155,073 shares of Common Stock outstanding as of April 24, 2019, as reported in Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2019

   Type of Reporting Person (See Instructions):

  IN

  Name of Reporting Persons:

  I.R.S. Identification No. of Above Persons (entities only):

  J. Kristofer Galashan

   Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

   Source of Funds (See Instructions):

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

   Canada

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  1,647,582

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,647,582

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,647,582

   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

   Percent of Class Represented by Amount in Row (11):

4.43% beneficial ownership of the voting stock based on 37,155,073 shares of Common Stock outstanding as of April 24, 2019, as reported in Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2019

   Type of Reporting Person (See Instructions):

  IN

SECURITY AND ISSUER

IDENTITY AND BACKGROUND

INTEREST IN SECURITIES OF THE ISSUER

Reporting

Persons

GEI VI

GEI Side VI

Malted

Jonathan D. Sokoloff

J. Kristofer Galashan

Other Reporting Persons

All share numbers presented in this table assume full conversion of B-Common to A-Common.

The following table sets forth all transactions with respect to shares of Common Stock effectuated in the last 60 days by any of the Reporting Persons. Each day’s sales comprised open market transactions made on that day, and the price per share reported is the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares of Common Stock and prices at which the trades were effected.

Reporting Person

GEI VI

GEI Side VI

Malted

GEI VI

GEI Side VI

Malted

GEI VI

GEI Side VI

Malted

GEI VI

GEI Side VI

Malted

GEI VI

GEI Side VI

Malted

GEI VI

GEI Side VI

Malted

GEI VI

GEI Side VI

Malted

GEI VI

GEI Side VI

Malted

GEI VI

GEI Side VI

Malted

Not applicable.

As a result of the transactions described herein, on May 10, 2019, each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Common Stock of the Issuer. The filing of this Amendment No. 17 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

MATERIAL TO BE FILED AS EXHIBITS

Amendment No. 2 to Stockholders Agreement, dated as of May 11, 2017, by and among Shake Shack Inc., Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Malted Coinvest LLC, and certain other parties thereto (incorporated by reference to Exhibit 7.12 to Daniel H. Meyer’s Schedule 13D/A, filed with the Securities and Exchange Commission on July 20, 2017).

Form of Stockholders Agreement (incorporated by reference to Exhibit 10.4 to Shake Shack Inc.’s Form S-1 Amendment No. 1, filed with the Securities and Exchange Commission on January 20, 2015).

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to Shake Shack Inc.’s Form S-1, filed with the Securities and Exchange Commission on December 29, 2014).

Form of Tax Receivable Agreement (incorporated by reference to Exhibit 10.1 to Shake Shack Inc.’s Form S-1 Amendment No. 1, filed with the Securities and Exchange Commission on January 20, 2015).

Form of Third Amended and Restated LLC Agreement of SSE Holdings, LLC (incorporated by reference to Exhibit 10.3 to Shake Shack Inc.’s Form S-1 Amendment No. 1, filed with the Securities and Exchange Commission on January 20, 2015).

Joint Filing Agreement, dated February 9, 2015 (incorporated by reference to Exhibit 7.5 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on February 9, 2015).

Identification of Members of the Group, dated February 9, 2015 (incorporated by reference to Exhibit 7.6 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on February 9, 2015).

Power of Attorney, dated February 9, 2015 (incorporated by reference to Exhibit 7.7 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on February 9, 2015).

Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to Shake Shack Inc.’s Form S-1 Amendment No. 1, filed with the Securities and Exchange Commission on August 10, 2015).

Trading Agreement, dated and effective as of November 13, 2015 (incorporated by reference to Exhibit 7.9 to Green Equity Investors VI, L.P.’s Amendment No. 2 to Schedule 13D, filed with the Securities and Exchange Commission on November 13, 2015).

Power of Attorney, dated September 7, 2016 (incorporated by reference to Exhibit 7.10 to Green Equity Investors VI, L.P.’s Amendment No. 10 to Schedule 13D, filed with the Securities and Exchange Commission on November 16, 2016).