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Table of Contents
A summary of UAR activity for fiscal 2015 is as follows:
UARs
Weighted
Average
Base
Price
Outstanding at beginning of period 22,554
$ 193.51
Granted —
—
Forfeited —
—
Vested and settled (22,554)
(193.51)
Outstanding at end of period —
$ —
No compensation expense was recorded during fiscal 2014 and 2013 related to the outstanding UARs because we determined that, as of the period end, it was not
probable that a qualifying transaction would occur.
As described in Note 1, on February 4, 2015, we amended and restated the SSE Holdings LLC Agreement to, among other things, (i) provide for a new single class
of common membership interests, the LLC Interests, and (ii) exchange all of the then-existing membership interests of the Original SSE Equity Owners for LLC
Interests (together, the "Recapitalization Transaction"). The 22,554 o utstanding UARs that were settled in connection with the IPO equate to 767,947 LLC
Interests with a weighted average base price of $5.68 , after giving effect to the Recapitalization Transaction.
Our IPO constituted a qualifying transaction under the terms of the UAR Plan, resulting in a qualifying transaction price of $715.02 . 339,306 shares of Class A
common stock were issued upon the settlement of the 22,554 outstanding UARs, net of employee withholding taxes. We recognized compensation expense of
$11,762 during the fiscal 2015 upon settlement of the outstanding UARs.
Restricted Class B Units
Prior to the IPO, we granted restricted Class B units to certain of our executive officers. These awards were to vest in equal installments over periods ranging from
three to five years. If not already fully vested, these units would fully vest (i) upon the occurrence of a change in control event or (ii) upon the occurrence of an
initial public offering, each as defined in the grant agreement, and any unrecognized compensation expense related to these non-vested units would be subject to
acceleration.
A summary of restricted Class B unit activity for fiscal year ended December 30, 2015 is as follows:
Units
Weighted
Average
Grant Date
Fair Value
Outstanding at beginning of period 7,227
$ 92.31
Granted —
—
Vested (7,227)
(92.31)
Forfeited —
—
Outstanding at end of period —
$ —
The weighted average grant date fair value of restricted Class B units granted in fiscal 2013 was $92.31 . There were no restricted Class B units granted in fiscal
2015 or fiscal 2014.
The IPO constituted a transaction under the terms of the restricted Class B unit awards that resulted in the accelerated vesting of all then-outstanding awards, and
recognition of the unrecognized compensation expense related to those awards. During fiscal 2015 , we recognized $605 of equity-based compensation expense
upon the vesting of these awards. The total fair value of restricted
91 | Shake Shack Inc. Form 10-K