Shake Shack Inc. — Director's Dealing 2015

Feb 9, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2015-02-04

Reporting Person: Green Equity Investors VI, L.P. (Director, 10% Owner)
Reporting Person: Green Equity Investors Side VI, L.P. (Director, 10% Owner)
Reporting Person: LGP Malted Coinvest LLC (Director, 10% Owner)
Reporting Person: GEI Capital VI, LLC (Director)
Reporting Person: Green VI Holdings, LLC (Director)
Reporting Person: LGP MANAGEMENT INC (Director)
Reporting Person: LEONARD GREEN PARTNERS LP (Director)
Reporting Person: PERIDOT COINVEST MANAGER LLC (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3420325	Direct
Class A Common Stock	20000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (5773997)		Direct
Employee Stock Option (right to buy)	$21	2025-01-29	Class A Common Stock (8251)		Indirect

Footnotes

F1: Green Equity Investors VI, L.P. ("GEI VI") and Green Equity Investors Side VI, L.P. ("GEI Side VI") received the shares of Class A common stock, par value $0.001 per share ("A-Common") of Shake Shack Inc. (the "Issuer") reported in this row immediately following the closing of the Issuer's initial public offering (the "IPO") in exchange for (i) the limited liability interests (the "LLC Interests") of SSE Holdings, LLC they held indirectly following the reorganization of the Issuer's capital structure (the "Reorganization") and (ii) the shares of the Issuer's Class B common stock, par value $0.001 per share ("B-Common") indirectly issued to them in connection with the IPO.

F2: GEI VI and GEI Side VI are the direct owners of 137,011and 3,283,314 of the A-Common shares reported on this row, respectively.

F3: GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and GEI Side VI. Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Malted Coinvest LLC ("Malted") and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.

F4: Each of GEI VI, GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by GEI VI, GEI Side VI, or Malted and, therefore, a "ten percent holder" hereunder. Each of GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest in GEI VI and GEI Side VI, and, with respect to GEI VI, GEI Side VI, and Malted, except to the extent of GEI VI's, GEI Side V's, and Malted's direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F5: Represents shares of A-Common purchased under the Issuer's Directed Share Program using funds advanced by a trust, the beneficiaries of which are members of Jonathan D. Sokoloff's family. The trust is managed by a family member of Mr. Sokoloff, and the shares will be transferred to the trust's brokerage account as soon as reasonably practicable.

F6: Shares of B-Common can be paired with LLC Interests on a one-to-one basis and delivered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election) at any time after the expiration of the lock-up period described in the Issuer's second amended registration statement filed with the Securities and Exchange Commission on January 28, 2015.

F7: Not applicable.

F8: Represents shares of B-Common issued to GEI VI and Malted in connection with the IPO on a one-to-one basis in correlation to the number of LLC Interests held by each after the Reorganization. GEI VI's and GEI Side VI's A-Common, together with GEI VI's and Malted's B-Common and LLC Interests, are collectively referred to herein as the "Equity Interests."

F9: GEI VI and Malted are the direct owners of 5,371,902 and 402,095 of the B-Common shares reported on this row, respectively.

F10: Each of GEI VI, GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Equity Interests owned by GEI VI, GEI Side VI, or Malted and, therefore, a "ten percent holder" hereunder. Each of GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to GEI VI, GEI Side VI, and Malted, except to the extent of GEI VI's, GEI Side V's, and Malted's direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F11: All of the options will vest on January 29, 2016.

F12: The options reported on this row were granted in respect of Mr. Sokoloff's service on the Issuer's board of directors and are held by Mr. Sokoloff for the benefit of LGP. LGP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options.