Shake Shack Inc. — Director's Dealing 2015

Nov 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2015-11-12

Reporting Person: SWINGHAMER DAVID A (10% Owner)
Reporting Person: DAVID A. SWINGHAMER GRAT (10% Owner)
Reporting Person: Swinghamer Susan (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-12	CLASS A COMMON STOCK	C	200000	—	Acquired	200000	Direct
2015-11-13	CLASS A COMMON STOCK	S	16400	$41.3535	Disposed	183600	Direct
2015-11-13	CLASS A COMMON STOCK	S	3100	$42.0003	Disposed	180500	Direct
2015-11-16	CLASS A COMMON STOCK	S	10000	$40.8682	Disposed	170500	Direct
2015-11-16	CLASS A COMMON STOCK	S	4000	$42.5968	Disposed	166500	Direct
2015-11-16	CLASS A COMMON STOCK	S	6000	$43.5094	Disposed	160500	Direct
2015-11-12	CLASS B COMMON STOCK	J	200000	—	Disposed	607167	Direct
2015-11-12	CLASS B COMMON STOCK	J	198513	—	Disposed	20000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-12	Common Membership Interests	$	C	200000	Disposed		CLASS A COMMON STOCK (200000.0)	Direct
2015-11-12	Common Membership Interests	$	C	198513	Disposed		CLASS A COMMON STOCK (198513.0)	Indirect

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 $41.0000 to $41.9000. The price reported above reflects the weighted average sale 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: This transaction was executed in multiple trades at prices ranging from $42.0000 to $42.0100. The price reported above reflects the weighted average sale price.

F5: This transaction was executed in multiple trades at prices ranging from $40.5100 to $41.3800. The price reported above reflects the weighted average sale price.

F6: This transaction was executed in multiple trades at prices ranging from $42.1400 to $43.1000. The price reported above reflects the weighted average sale price.

F7: This transaction was executed in multiple trades at prices ranging from $43.1800 to $43.7500. The price reported above reflects the weighted average sale price.

F8: 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.

F9: Held directly by the David A. Swinghamer GRAT, of which Susan Swinghamer, the Reporting Person's wife, is the trustee and beneficiary. Each of David Swinghamer and Susan Swinghamer disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his or her pecuniary interest therein.

F10: 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.