Shake Shack Inc. — Director's Dealing 2015

Dec 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2015-12-09

Reporting Person: SLOATE LAURA J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-09	Class A Common Stock	C	18000	—	Acquired	18000	Direct
2015-12-14	Class A Common Stock	S	6000	$41.08	Disposed	12000	Direct
2015-12-14	Class A Common Stock	S	2000	$40.66	Disposed	10000	Direct
2015-12-15	Class A Common Stock	S	5000	$40.75	Disposed	5000	Direct
2015-12-16	Class A Common Stock	C	25000	—	Acquired	30000	Direct
2015-12-16	Class A Common Stock	S	2500	$40.4642	Disposed	27500	Direct
2015-12-09	Class B Common Stock	J	18000	—	Disposed	319074	Direct
2015-12-16	Class B Common Stock	J	25000	—	Disposed	294074	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-09	Common Membership Interests	$	C	18000	Disposed		Class A Common Stock (18000)	Direct
2015-12-16	Common Membership Interests	$	C	25000	Disposed		Class A Common Stock (25000)	Direct

Footnotes

F1: Upon the reclassification of the Reporting Person's membership interests in SSE Holdings, LLC ("LLC Interests") in connection with the Issuer's IPO in February 2015, the LLC Interests became convertible into an equal number of shares of Class A Common Stock on a one-for-one basis, or at the election of the issuer, redeemable for cash equal to the volume-weighted average market price of such Class A shares.

F2: Upon the reclassification of the Reporting Person's LLC Interests described above, the Reporting Person was issued one share of Class B Common Stock for each LLC Interest. One share of Class B Common Stock must be surrendered and canceled upon conversion or redemption of each LLC Interest. Effective December 9 and December 16, 2015, the Reporting Person converted LLC Interests into shares of Class A Common Stock, and an equal number of shares of Class B Common stock were surrendered and cancelled for no consideration.

F3: The LLC Interests may be converted or redeemed at any time and have no expiration date.