Shake Shack Inc. — Director's Dealing 2016

Nov 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2016-11-10

Reporting Person: SWINGHAMER DAVID A (10% Owner)
Reporting Person: DAVID A. SWINGHAMER GRAT (10% Owner)
Reporting Person: Swinghamer Susan (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-10	CLASS A COMMON STOCK	S	25000	$37.7588	Disposed	25000	Direct
2016-11-11	CLASS A COMMON STOCK	S	5000	$38.0523	Disposed	20000	Direct
2016-11-14	CLASS A COMMON STOCK	S	20000	$38.2292	Disposed	0	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS B COMMON STOCK	557167	Direct
CLASS B COMMON STOCK	20000	Indirect
CLASS A COMMON STOCK	30000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
COMMON MEMBERSHIP INTERESTS	$0		CLASS A COMMON STOCK (50000)	557167	Direct
COMMON MEMBERSHIP INTERESTS	$0		CLASS A COMMON STOCK (20000)	20000	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $37.50 to $37.92. The price reported above reflects the weighted average sale price.

F2: 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.

F3: Held directly by the David A. Swinghamer GRAT, of which Susan Swinghamer, the reporting person's wife, is the trustee and beneficiary. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

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.

F5: This transaction was executed in multiple trades at prices ranging from $38.03 to $38.06. The price reported above reflects the weighted average sale price.

F6: This transaction was executed in multiple trades at prices ranging from $38.0500 to $38.3600. The price reported above reflects the weighted average sale price.