Shake Shack Inc. — Director's Dealing 2015

Feb 17, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: POLSKY JACK R (10% Owner)
Reporting Person: AMY WEISS-MEYER QUALIFIED MINOR'S TRUST (10% Owner)
Reporting Person: ISAAC WEISS-MEYER QUALIFIED MINOR'S TRUST (10% Owner)
Reporting Person: HALLIE MEYER QUALIFIED MINOR'S TRUST (10% Owner)
Reporting Person: GRETCHEN MEYER QUALIFIED MINOR'S TRUST (10% Owner)
Reporting Person: PEYTON MEYER QUALIFIED MINOR'S TRUST (10% Owner)
Reporting Person: CHARLES MEYER QUALIFIED MINOR'S TRUST (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS A COMMON STOCK	300	Indirect
CLASS A COMMON STOCK	310	Indirect
CLASS A COMMON STOCK	300	Indirect
CLASS A COMMON STOCK	300	Indirect
CLASS A COMMON STOCK	300	Indirect
CLASS A COMMON STOCK	300	Indirect
CLASS A COMMON STOCK	300	Indirect
CLASS A COMMON STOCK	300	Indirect
CLASS A COMMON STOCK	300	Indirect
CLASS A COMMON STOCK	300	Indirect
CLASS B COMMON STOCK	16977	Indirect
CLASS B COMMON STOCK	16977	Indirect
CLASS B COMMON STOCK	33954	Indirect
CLASS B COMMON STOCK	33954	Indirect
CLASS B COMMON STOCK	33954	Indirect
CLASS B COMMON STOCK	33954	Indirect
CLASS B COMMON STOCK	84884	Indirect
CLASS B COMMON STOCK	33954	Indirect
CLASS B COMMON STOCK	25465	Indirect
CLASS B COMMON STOCK	8488	Indirect
CLASS B COMMON STOCK	590921	Indirect
CLASS B COMMON STOCK	169768	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (16977)		Indirect
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (16977)		Indirect
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (33954)		Indirect
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (33954)		Indirect
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (33954)		Indirect
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (33954)		Indirect
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (84884)		Indirect
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (33954)		Indirect
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (25465)		Indirect
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (8488)		Indirect
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (590921)		Indirect
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (169768)		Indirect

Footnotes

F1: Acquired pursuant to a subscription agreement entered into with Shake Shack Inc. (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.

F2: Held directly by the Amy Weiss-Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F3: Held directly by the Isaac Weiss-Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F4: Held directly by the Hallie Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F5: Held directly by the Gretchen Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F6: Held directly by the Peyton Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F7: Held directly by the Charles Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F8: Held directly by the RHF - NM 1999 Descendants Trust, of which the Reporting Person is a trustee and Michael C. McQuinn is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 3 filed by Michael C. McQuinn and the RHF - NM 1999 Descendants Trust. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F9: Held directly by the RHF - TM 1999 Descendants Trust, of which the Reporting Person is a trustee and Michael C. McQuinn is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 3 filed by Michael C. McQuinn and the RHF - TM 1999 Descendants Trust. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F10: Held directly by the VHP - Special Trust for Jack dtd 12/31/12, of which the Reporting Person is a trustee and Jonathan Graber is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 3 filed by the VHP - Special Trust for Jack dtd 12/31/12 and Jonathan Graber. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F11: Held directly by the Jean Polsky Investment Trust dtd 3/21/97, of which the Reporting Person is a trustee. The shares and LLC Interests reported herein are also reported on a Form 3 filed by Jean Polsky Investment Trust dtd 3/21/97 and Jean Polsky. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F12: Held directly by the Daniel H. Meyer 2012 Gift Trust u/a/d 10/31/12, of which the Reporting Person is a trustee and Audrey H. Meyer is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 3 filed by the Daniel H. Meyer 2012 Gift Trust u/a/d 10/31/12 and Audrey Meyer. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F13: Held directly by the Roxanne Frank Revocable Trust, of which the Reporting Person is a trustee and Roxanne H. Frank is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 3 filed by Roxanne H. Frank and the Roxanne Frank Revocable Trust. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F14: 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.

F15: Issued pursuant to a reclassification of SSE Holdings, LLC that occurred in connection with the closing of the IPO. The units in SSE Holdings, LLC held by the applicable trust 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 S11.