Shake Shack Inc. — Director's Dealing 2015

Feb 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2015-01-29

Reporting Person: Meyer Daniel Harris (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-29	CLASS A COMMON STOCK	P	100	$47.00	Acquired	100	Indirect
2015-02-04	CLASS A COMMON STOCK	P	30000	$21.00	Acquired	30000	Direct
2015-02-04	CLASS B COMMON STOCK	J	1869064	$0.001	Acquired	1869064	Direct
2015-02-04	CLASS B COMMON STOCK	J	590921	$0.001	Acquired	590921	Indirect
2015-02-04	CLASS B COMMON STOCK	J	95238	$0.001	Acquired	95238	Indirect
2015-02-04	CLASS B COMMON STOCK	J	1727804	$0.001	Acquired	1727804	Indirect
2015-02-04	CLASS B COMMON STOCK	J	3069881	$0.001	Acquired	3069881	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-29	STOCK OPTION (RIGHT TO BUY)	$21.00	A	8251	Acquired	2025-01-29	CLASS A COMMON STOCK (8251)	Direct
2015-02-04	COMMON MEMBERSHIP INTERESTS	$	J	1869064	Acquired		CLASS A COMMON STOCK (1869064)	Direct
2015-02-04	COMMON MEMBERSHIP INTERESTS	$	J	590921	Acquired		CLASS A COMMON STOCK (590921)	Indirect
2015-02-04	COMMON MEMBERSHIP INTERESTS	$	J	95238	Acquired		CLASS A COMMON STOCK (95238)	Indirect
2015-02-04	COMMON MEMBERSHIP INTERESTS	$	J	1727804	Acquired		CLASS A COMMON STOCK (1727804)	Indirect
2015-02-04	COMMON MEMBERSHIP INTERESTS	$	J	3069881	Acquired		CLASS A COMMON STOCK (3069881)	Indirect

Footnotes

F1: Represents shares of Class A common stock, par value $0.001 per share (the "Class A Common Stock"), held by the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12 (the "Trust"), of which the Reporting Person's spouse is a trustee and beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: Represents shares of Class A Common Stock purchased under Shake Shack Inc.'s (the "Issuer") Directed Share Program using personal funds.

F3: Acquired pursuant to a subscription agreement entered into with the Issuer in connection with the closing of the Issuer's initial public offering on February 4, 2015 (the "IPO"). One share of the Issuer's Class B common stock, par value $0.001 per share (the "Class B Common Stock"), was issued for each common membership interest in SSE Holdings, LLC (each an "LLC Interest") received pursuant to a reclassification of SSE Holdings, LLC that occurred in connection with the closing of the IPO. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer filed in connection with the IPO, the shares of Class B Common Stock (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.

F4: Represents shares of Class B Common Stock held by the Trust, of which the Reporting Person's spouse is a trustee and beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F5: Represents shares of Class B Common Stock held by Union Square Hospitality Group, LLC ("USHG"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F6: Represents shares of Class B Common Stock held by Union Square Cafe Corp ("Union Cafe"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F7: Represents shares of Class B Common Stock held by Gramercy Tavern Corp. ("Gramercy"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F8: The option vests in full on the first anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer.

F9: Represents LLC Interests which 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.

F10: Issued pursuant to a reclassification of SSE Holdings, LLC that occurred in connection with the closing of the IPO, which reclassification is exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended. The units in SSE Holdings, LLC held by the Reporting Person prior to the reclassification were cancelled as part of the reclassification. The reclassification is further described in the Third Amended and Restated Limited Liability Company Agreement of SSE Holdings, LLC, which was filed with the Securities and Exchange Commission on January 20, 2015 as Exhibit 10.3 to Amendment No. 1 of the Issuer's Registration Statement on Form S-1.

F11: Represents LLC Interests held by the Trust. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.

F12: Represents LLC Interests held by USHG. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.

F13: Represents LLC Interests held by Union Cafe. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.

F14: Represents LLC Interests held by Gramercy. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.