Shake Shack Inc. — Director's Dealing 2015

Aug 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2015-08-18

Reporting Person: VHP - SPECIAL TRUST FOR JACK DTD 12/31/12 (10% Owner)
Reporting Person: GRABER JONATHAN (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-18	CLASS A COMMON STOCK	C	3433	—	Acquired	3733	Direct
2015-08-18	CLASS A COMMON STOCK	S	3433	$57.75	Disposed	300	Direct
2015-08-18	CLASS B COMMON STOCK	J	3433	—	Disposed	22032	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-18	Common Membership Interests	$	C	3433	Disposed		CLASS A COMMON STOCK (3433.0)	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: Jonathan Graber is a trustee of the VHP - Special Trust for Jack dtd 1/31/12 (the "Trust") and has indirect beneficial ownership over the shares and LLC Interests held directly by the Trust. Jack R. Polsky is a co-trustee. The shares and the LLC Interests reported herein are also reported on a Form 4 filed by Jack R. Polsky. Jonathan Graber disclaims beneficial ownership over such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F3: 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.

F4: 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.