Shake Shack Inc. — Director's Dealing 2016

Dec 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2016-11-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-30	CLASS A COMMON STOCK	C	95238	—	Acquired	95238	Indirect
2016-12-01	CLASS A COMMON STOCK	S	89338	$36.56	Disposed	5900	Indirect
2016-12-01	CLASS A COMMON STOCK	S	5900	$37.188	Disposed	0	Indirect
2016-11-30	CLASS B COMMON STOCK	J	95238	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-30	Common Membership Interests	$	C	95238	Disposed		CLASS A COMMON STOCK (95238.0)	Indirect

Footnotes

F1: Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon redemption of an equal number of common membership interests in SSE Holdings, LLC (the "LLC Interests"). 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.

F2: Represents shares of Class A Stock of the Issuer held by Union Square Hospitality Group, LLC ("USHG"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: In addition, the Reporting Person holds 1,280,318 shares of Class A Stock through the Daniel H. Meyer Investment Trust d/t/d 5/15/92 (the "Investment Trust"). 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.

F4: The transaction was executed in multiple trades at prices ranging from $36.0400 to $37.0300. The price reported above reflects the weighted average sales price.

F5: 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.

F6: The transaction was executed in multiple trades at prices ranging from $37.0400 to $37.5100. The price reported above reflects the weighted average sales price.

F7: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock ("Class B Stock") are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Stock.

F8: Represents shares of Class B Stock held by USHG. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F9: In addition, the Reporting Person holds 1,270,136 shares of Class B Stock directly and 2,690,263 shares of Class B Stock indirectly through Gramercy Tavern Corp. ("GT"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. In addition, 590,921 shares of Class B Stock are held by the Daniel 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 such shares except to the extent of his pecuniary interest therein.

F10: 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.

F11: Represents LLC Interests held by USHG.

F12: In addition, the Reporting Person holds 1,270,136 LLC Interests directly and 2,690,263 LLC Interests indirectly through GT. The Reporting Person disclaims beneficial ownership of such LLC Interests except to the extent of his pecuniary interest therein. In addition, 590,921 LLC Interests are held by the Gift Trust. The Reporting Person disclaims beneficial ownership of such LLC Interests except to the extent of his pecuniary interest therein.