Shake Shack Inc. — Director's Dealing 2015

Aug 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2015-08-18

Reporting Person: McQuinn Michael C (10% Owner)
Reporting Person: RHF - TM 1999 DESCENDANTS TRUST (10% Owner)
Reporting Person: RHF - NM 1999 DESCENDANTS TRUST (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-18	CLASS A COMMON STOCK	C	4578	—	Acquired	4878	Indirect
2015-08-18	CLASS A COMMON STOCK	S	4578	$57.75	Disposed	300	Indirect
2015-08-18	CLASS B COMMON STOCK	J	4578	—	Disposed	29376	Indirect
2015-08-18	CLASS A COMMON STOCK	C	11445	—	Acquired	11745	Indirect
2015-08-18	CLASS A COMMON STOCK	S	11445	$57.75	Disposed	300	Indirect
2015-08-18	CLASS B COMMON STOCK	J	11445	—	Disposed	73439	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-18	Common Membership Interests	$	C	4578	Disposed		CLASS A COMMON STOCK (4578.0)	Indirect
2015-08-18	Common Membership Interests	$	C	11445	Disposed		CLASS A COMMON STOCK (11445.0)	Indirect

Footnotes

F1: Shares obtained upon redemption of commom membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of shares of the Issuer's Class A Common Stock.

F2: Held directly by the RHF-TM 1999 Descendants Trust, of which Michael C. McQuinn is a trustee and Jack R. Polsky is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 4 filed by Jack R. Polsky on August 20, 2015. Michael C. McQuinn disclaims beneficial ownership over such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F3: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Common Stock.

F4: Held directly by the RHF-NM 1999 Descendants Trust, of which Michael C. McQuinn is a trustee and Jack R. Polsky is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 4 filed by Jack R. Polsky on August 20, 2015. Michael C. McQuinn disclaims beneficial ownership over such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.

F5: The LLC Interests 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.