Shake Shack Inc. — Director's Dealing 2016

Nov 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2016-10-05

Reporting Person: Green Equity Investors VI, L.P. (Director, 10% Owner)
Reporting Person: Green Equity Investors Side VI, L.P. (Director, 10% Owner)
Reporting Person: GEI Capital VI, LLC (Director, 10% Owner)
Reporting Person: Green VI Holdings, LLC (Director, 10% Owner)
Reporting Person: LEONARD GREEN PARTNERS LP (Director, 10% Owner)
Reporting Person: LGP MANAGEMENT INC (Director, 10% Owner)
Reporting Person: PERIDOT COINVEST MANAGER LLC (Director, 10% Owner)
Reporting Person: LGP Malted Coinvest LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-05	Class A Common Stock	C	292131	$0.00	Acquired	686664	Direct
2016-10-05	Class A Common Stock	C	21867	$0.00	Acquired	45494	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-05	Class B Common Stock	$	C	292131	Disposed		Class A Common Stock (292131)	Direct
2016-10-05	Class B Common Stock	$	C	21867	Disposed		Class A Common Stock (21867)	Direct

Footnotes

F1: Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of the Issuer issued to Green Equity Investors VI, L.P. ("GEI VI"). The shares were issued in exchange for an equivalent number of shares of Class B common stock, par value $0.001 per share ("B-Common") of the Issuer and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC, tendered to the Issuer pursuant to the exchange right described in note 9 to this Form 4.

F2: Represents shares owned by GEI VI.

F3: GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("GEI Side VI"). Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Malted Coinvest LLC ("Malted"), and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.

F4: Each of GEI VI, GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the A-Common owned by GEI VI, GEI Side VI, or Malted, or the B-Common and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC owned by GEI VI and Malted (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder.

F5: Each of GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F6: Represents shares of A-Common issued to Malted. The shares reported on this row were issued to Malted in exchange for an equivalent number of shares of B-Common and LLC Interests tendered to the Issuer pursuant to the exchange right described in note 16 to this Form 4.

F7: Represents shares owned by Malted.

F8: Each of GEI VI, GEI Side VI, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Malted, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F9: Pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, shares of B-Common can be paired with LLC Interests on a one-to-one basis and tendered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election).

F10: Represents shares paired with LLC Interests on a one-to-one basis by GEI VI and exchanged for shares of A-Common.

F11: Not applicable.

F12: Represents shares paired with LLC Interests on a one-to-one basis by Malted and exchanged for shares of A-Common.