Shake Shack Inc. — Director's Dealing 2015

Feb 6, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: SEG Partners Offshore Master Fund, Ltd. (Director, 10% Owner, See Remarks)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock, par value $0.001 per share	2548516	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Membership Interests	$		Class A Common Stock, par value $0.001 per share (2548516)		Indirect

Footnotes

F1: Class B Shares (as defined below) held directly by SEGPO Investment Corp. LLC ("SEGPO"). As of February 4, 2015, SEG Offshore Master owned the entire equity interest in SEGPO. The Class B Shares (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the permitted holders of LLC Interests.

F2: The common membership interests of SSE Holdings (the "LLC Interests") are redeemable (together with a corresponding number of shares of Class B common stock, par value $.001 per share of Shake Shack Inc. ("Class B Shares")) at any time and from time to time for an equal number of shares of Class A common stock, par value $.001 per share of Shake Shack Inc. or, at the election of Shake Shack Inc., cash equal to the volume-weighted average market price of such shares. The LLC Interests have no expiration date.

F3: LLC Interests held directly by SEGPO. As of February 4, 2015, SEG Offshore Master owned the entire equity interest in SEGPO.