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: THOMAS O'NEAL RYDER FAMILY TRUST (10% Owner)
Reporting Person: RYDER DARLENE WOOD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-18	CLASS A COMMON STOCK	C	22724	—	Acquired	22724	Direct
2015-08-18	CLASS A COMMON STOCK	S	22724	$57.75	Disposed	0	Direct
2015-08-18	CLASS B COMMON STOCK	J	22724	—	Disposed	145814	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-18	Common Membership Interests	$	C	22724	Disposed		CLASS A COMMON STOCK (22724.0)	Direct

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: Darlene Wood Ryder is trustee of the Thomas O'Neal Ryder Family Trust (the "Trust") and has indirect beneficial ownership over the shares and LLC Interests held directly by the Trust. Darlene Wood Ryder disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of her 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: 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.