Washington, D.C. 20549





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


November 16, 2018

Date of Report (Date of earliest event reported)






(Exact name of registrant as specified in its charter)




Delaware 001-36823 47-1941186

(State or other jurisdiction of

incorporation or organization)


File Number)

(IRS Employer

Identification No.)


225 Varick Street, Suite 301

New York, New York

(Address of principal executive offices) (Zip Code)



(646) 747-7200

(Registrant's telephone number, including area code)


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




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:


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


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. ¨






Item 8.01Other Events.


On November 16, 2018, 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 May 24, 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 December 26, 2018, he may sell up to 125,000 shares of Common Stock through November 29, 2019, which represents approximately 13.4% 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.







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.


  Shake Shack Inc.  
  By: /s/ Tara Comonte  
    Tara Comonte  
Date: January 4, 2019   Chief Financial Officer