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: POLSKY JACK R (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-18	CLASS A COMMON STOCK	C	22890	—	Acquired	22890	Indirect
2015-08-18	CLASS A COMMON STOCK	S	22890	$57.75	Disposed	0	Indirect
2015-08-18	CLASS B COMMON STOCK	J	22890	—	Disposed	146878	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-18	Common Membership Interests	$	C	22890	Disposed		CLASS A COMMON STOCK (22890.0)	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: Held directly by the Roxanne Frank Revocable Trust, of which Jack Polsky (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 4 filed by Roxanne H. Frank and the Roxanne Frank Revocable Trust on August 20, 2015. The Reporting Person disclaims beneficial ownership of 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: 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.