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: MEYER AUDREY H (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-18	CLASS A COMMON STOCK	C	978546	—	Acquired	1008646	Indirect
2015-08-18	CLASS A COMMON STOCK	S	978546	$57.75	Disposed	30100	Indirect
2015-08-18	CLASS B COMMON STOCK	J	978546	—	Disposed	5783441	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-18	Common Membership Interests	$	C	978546	Disposed		CLASS A COMMON STOCK (978546.0)	Indirect

Footnotes

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

F2: Following the reported transaction, 598,928 shares of Class A Common Stock were held directly by Daniel H. Meyer, Audrey Meyer's spouse, 379,618 shares of Class A Common Stock were held indirectly by Daniel Meyer through Gramercy Tavern Corp, and 30,100 shares of Class A Common Stock were held indirectly by Daniel Meyer through the Daniel H. Meyer Investment Trust. Audrey Meyer disclaims beneficial ownership of such shares, except to the extent of her pecuniary interest therein. For more information, see the Form 4 filed by Daniel Meyer on August 20, 2015.

F3: Held indirectly by Daniel Meyer through the Daniel H. Meyer Investment Trust. Audrey Meyer disclaims beneficial ownership of such shares, except to the extent of her pecuniary interest therein.

F4: 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.

F5: Following the reported transaction, 1,270,136 of the shares of Class B Common Stock are held directly by Daniel H. Meyer, 2,690,263 of the shares of Class B Common Stock are held indirectly by Daniel Meyer through Gramercy Tavern Corp, 1,727,804 shares of Class B Common Stock are held indirectly by Daniel Meyer through Union Square Cafe Corp., and 95,238 shares of Class B Common Stock are held indirectly by Daniel Meyer through Union Square Hospitality Group, LLC. Audrey H. Meyer disclaims beneficial ownership of such shares, except to the extent of her pecuniary interest therein. An additional 590,921 shares of Class B Common Stock are held by the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12 (the "Trust"), as to which the reporting person is a trustee and beneficiary. Audrey Meyer disclaims beneficial ownership of shares held by the Trust except to the extent of her pecuniary interest therein. For more information, see the Form 4 filed by Daniel Meyer on August 20, 2015.

F6: 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.

F7: Of the 978,546 LLC Interests redeemed, 598,928 were held directly by Daniel Meyer and 379,618 were held indirectly by Daniel Meyer through Gramercy Tavern Corp. Audrey H. Meyer disclaims beneficial ownership of the LLC Interests, except to the extent of her pecuniary interest therein. For more information, see the Form 4 filed by Daniel Meyer on August 20, 2015.