Shake Shack Inc. — Director's Dealing 2016

Dec 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2016-12-09

Reporting Person: Meyer Daniel Harris (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-09	CLASS A COMMON STOCK	S	20000	$38.0211	Disposed	1260318	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS B COMMON STOCK	1270136	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Membership Interests	$		CLASS A COMMON STOCK (1270136.0)	1270136	Direct

Footnotes

F1: Represents shares of Class A common stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were disposed of by the Reporting Person through the Daniel H. Meyer Investment Trust d/t/d 5/15/92 (the "Investment Trust") pursuant to a 10b5-1 trading plan entered into on August 16, 2016. The Reporting Person is the grantor, trustee and beneficiary of the Investment Trust. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: The transaction was executed in multiple trades at prices ranging from $38.0000 to $38.0900. The price reported above reflects the weighted average sales price.

F3: The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: Represents Class A Stock of the Issuer held by the Reporting Person through the Investment Trust. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F5: Represents shares of Class B common stock ("Class B Stock") of the Issuer held by the Reporting Person.

F6: The Reporting Person also holds 2,690,263 shares of Class B Stock indirectly through Gramercy Tavern Corp. ("GT"). In addition, 590,921 shares of Class B Stock are held by the Daniel H. Meyer 2010 Gift Trust (the "Gift Trust"), of which the Reporting Person's spouse is a trustee and beneficiary. The Reporting Person disclaims beneficial ownership of all of the shares held by these entities except to the extent of his pecuniary interest therein.

F7: The common membership interests in SSE Holdings, LLC (the "LLC Interests") are redeemable for an equal number of shares of Class A 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.

F8: Represents LLC Interests held by the Reporting Person.

F9: The Reporting Person also holds 2,690,263 LLC Interests indirectly through GT. In addition, 590,921 LLC Interests are held by the Gift Trust. The Reporting Person disclaims beneficial ownership of all of the LLC Interests held by these entities except to the extent of his pecuniary interest therein.