Shake Shack Inc. — Director's Dealing 2015

Aug 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2015-08-13

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: PERIDOT COINVEST MANAGER LLC (Director, 10% Owner)
Reporting Person: GEI Capital VI, LLC (Director, 10% Owner)
Reporting Person: Green VI Holdings, LLC (Director, 10% Owner)
Reporting Person: LEONARD GREEN PARTNERS LP (Director, 10% Owner)
Reporting Person: LGP MANAGEMENT INC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-13	Class A Common Stock	C	724289	$0.00	Acquired	861300	Direct
2015-08-13	Class A Common Stock	C	54214	$0.00	Acquired	54214	Direct
2015-08-13	Class A Common Stock	S	742762	$57.75	Disposed	118538	Direct
2015-08-13	Class A Common Stock	S	54214	$57.75	Disposed	0	Direct
2015-08-13	Class A Common Stock	S	442687	$57.75	Disposed	2840627	Direct
2015-08-14	Class A Common Stock	G	20000	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-13	Class B Common Stock	$	C	724289	Disposed		Class A Common Stock (724289)	Direct
2015-08-13	Class B Common Stock	$	C	54214	Disposed		Class A Common Stock (54214)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$21.00	2025-01-29	Class A Common Stock (8251)	8251	Indirect

Footnotes

F1: Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of the Issuer issued to, and substantially simultaneously sold by, Green Equity Investors VI, L.P. ("GEI VI") in connection with the closing of an underwritten secondary offering (the "Offering"). The shares were issued in exchange for an equivalent number of shares of Class B common stock, par value $0.001 per share ("B-Common") of the Issuer and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC, pursuant to the exchange right described in note 11 to this Form 4.

F2: GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("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.

F3: 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 A-Common owned by GEI VI, GEI Side VI, or Malted or the B-Common and LLC Interests owned by GEI VI and Malted (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder.

F4: 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 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 VI's, and Malted's direct ownership reported herein, and this report shall not otherwise 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 sold by Malted in connection with the Offering. The shares reported on this row were issued to, and substantially simultaneously sold by, Malted in exchange for an equivalent number of shares of B-Common and LLC Interests pursuant to the exchange right described in note 11 to this Form 4.

F6: Represents shares sold by GEI VI in the Offering.

F7: Represents shares owned by GEI VI following the Offering. These shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.

F8: Represents shares sold by GEI Side VI in connection with the Offering.

F9: Represents shares owned by GEI Side VI following the Offering. These shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.

F10: Represents shares gifted by Jonathan D. Sokoloff to a trust, the beneficiaries of which are members of Mr. Sokoloff's family.

F11: 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); provided, that Equity Interests other than those exchanged or sold as disclosed herein are subject to a lock-up agreement and cannot be sold or transferred without underwriter consent until 90 days after the date of the prospectus relating to the Offering.

F12: Represents shares paired with LLC Interests on a one-to-one basis by GEI VI and exchanged for shares of A-Common in connection with the Offering.

F13: Not applicable.

F14: Represents shares owned by GEI VI following the Offering. These shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.

F15: Represents shares paired with LLC Interests on a one-to-one basis by Malted and exchanged for shares of A-Common in connection with the Offering.

F16: Represents shares owned by Malted following the Offering. These shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.

F17: These options will vest on January 29, 2016.

F18: 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.