Shake Shack Inc. — Director's Dealing 2015

Feb 17, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2015-02-04

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

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS B COMMON STOCK	168538	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
COMMON MEMBERSHIP INTERESTS	$		CLASS A COMMON STOCK (168538)		Direct

Footnotes

F1: Acquired pursuant to a subscription agreement entered into with the Issuer in connection with the closing of the Issuer's initial public offering on February 4, 2015 (the "IPO"). One share of the Issuer's Class B common stock, par value $0.001 per share (the "Class B Common Stock"), was issued for each common membership interest in SSE Holdings, LLC (each an "LLC Interest") received pursuant to a reclassification of SSE Holdings, LLC that occurred in connection with the closing of the IPO. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer filed in connection with the IPO, the shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the permitted holders of LLC Interests.

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: 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.

F4: Issued pursuant to a reclassification of SSE Holdings, LLC that occurred in connection with the closing of the IPO. The units in SSE Holdings, LLC held by the Trust prior to the reclassification were cancelled as part of the reclassification. The reclassification is further described in the Third Amended and Restated Limited Liability Company Agreement of SSE Holdings, LLC, which was filed with the Securities and Exchange Commission on January 20, 2015 as Exhibit 10.3 to Amendment No. 1 of the Issuer's Registration Statement on Form S-1.