Shake Shack Inc. — Director's Dealing 2015

Dec 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2015-12-01

Reporting Person: GARUTTI RANDALL J (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-01	CLASS A COMMON STOCK	C	30000	—	Acquired	33100	Direct
2015-12-02	CLASS A COMMON STOCK	S	30000	$45.2189	Disposed	3100	Direct
2015-12-01	CLASS B COMMON STOCK	J	30000	—	Disposed	817051	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-01	Common Membership Interests	$	C	30000	Disposed		CLASS A COMMON STOCK (30000.0)	Direct

Footnotes

F1: Shares obtained upon redemption of common membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of shares of the Issuer's Class A Common Stock.

F2: This transaction was executed in multiple trades at prices ranging from $45.0200 to 45.6000. The price reported above reflects the weighted average sales price.

F3: The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Common Stock.

F5: The LLC Interests are redeemable for an equal number of shares of the Issuer's Class A Common Stock or, at the election of the Issuer, cash equal to the volume-weighted average market price of such shares. The LLC Interests have no expiration date.