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: MEYER AUDREY H (10% Owner)
Reporting Person: DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12 (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS A COMMON STOCK	30100	Indirect
CLASS B COMMON STOCK	590921	Indirect
CLASS B COMMON STOCK	6761987	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
STOCK OPTION (RIGHT TO BUY)	$21.00	2025-01-29	CLASS A COMMON STOCK (8251)		Indirect
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (590921)		Indirect
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (6761987)		Indirect

Footnotes

F1: Held by Daniel Harris Meyer, the spouse of Audrey H. Meyer ("Daniel Meyer"). Daniel Meyer holds 30,100 of such shares directly, and 100 of such shares indirectly through the Daniel H. Meyer Investment Trust. Audrey H. Meyer disclaims beneficial ownership of such shares, except to the extent of her pecuniary interest therein.

F2: 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.

F3: Held directly by the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12, of which Audrey H. Meyer is a trustee and beneficiary. Jack R. Polsky is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 3 filed by Jack R. Polsky. Audrey H. Meyer disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of her pecuniary interest therein.

F4: 1,869,064 of such shares and LLC Interests, as applicable, are held directly by Daniel Meyer. 4,892,923 of such shares and LLC Interests, as applicable, are held indirectly by Daniel Meyer through Union Square Cafe Corp., Union Square Hospitality Group, LLC and Gramercy Tavern Corp. For more information, see the Form 3 filed by each such entity and the Form 4 filed by Daniel Meyer on February 6, 2015. Audrey H. Meyer disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of her pecuniary interest therein.

F5: The option vests in full on the first anniversary of the grant date, subject to Daniel Meyer's continued service with the Issuer.

F6: 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.

F7: 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 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.