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 Daniel Harris (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-18	CLASS A COMMON STOCK	C	598928	—	Acquired	598928	Direct
2015-08-18	CLASS A COMMON STOCK	S	598928	$57.75	Disposed	0	Direct
2015-08-18	CLASS B COMMON STOCK	J	598928	—	Disposed	1270136	Direct
2015-08-18	CLASS A COMMON STOCK	C	379618	—	Acquired	379618	Indirect
2015-08-18	CLASS A COMMON STOCK	S	379618	$57.75	Disposed	0	Indirect
2015-08-18	CLASS B COMMON STOCK	J	379618	—	Disposed	2690263	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-18	Common Membership Interests	$	C	598928	Disposed		CLASS A COMMON STOCK (598928.0)	Direct
2015-08-18	Common Membership Interests	$	C	379618	Disposed		CLASS A COMMON STOCK (379618.0)	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: 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.

F3: Represents shares held by Gramercy Tavern Corp. Daniel Meyer disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Daniel Meyer also holds 30,100 shares indirectly through the Daniel Meyer Investment Trust. Daniel Meyer disclaims beneficial ownership of all of the shares held by these entities except to the extent of his pecuniary interest therein.

F4: Represents shares held by Gramercy Tavern Corp. Daniel Meyer also holds 1,727,804 shares indirectly through Union Square Cafe Corp. and 95,238 shares indirectly through Union Square Hospitality Group LLC . An additional 590,921 shares are held by the Daniel H. Meyer 2012 Gift Trust U/A/D 12/31/12. Daniel Meyer disclaims beneficial ownership of all of the shares held by these entities 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.

F6: Represents LLC Interests held by Gramercy Tavern Corp. Daniel Meyer also holds 1,727,804 LLC Interests indirectly through Union Square Cafe Corp. and 95,238 LLC Interests indirectly through Union Square Hospitality Group, LLC. An additional 590,921 LLC Interests are held by the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12. Daniel Meyer disclaims beneficial ownership of all of the LLC Interests held by these entities except to the extent of his pecuniary interest therein.