Shake Shack Inc. — Director's Dealing 2016

Sep 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2016-09-14

Reporting Person: Flug Jeffrey (Director, 10% Owner)
Reporting Person: GULF FIVE LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-14	CLASS A COMMON STOCK	S	25000	$34.5099	Disposed	38191	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS A COMMON STOCK	33240	Direct
CLASS B COMMON STOCK	0	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Membership Interests	$		CLASS A COMMON STOCK (0.0)	0	Indirect

Footnotes

F1: The transaction was executed in multiple trades at prices ranging from $34.5000 to $34.5600. The price reported above reflects the weighted average sales price.

F2: The Reporting Person hereby undertakes to provide upon request to the SEC Staff, Shake Shack Inc. (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: Represents shares of Class A common stock ("Class A Stock") of the Issuer held by Gulf Five LLC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F4: Represents shares of Class B common stock ("Class B Stock") of the Issuer held by Gulf Five LLC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F5: Additionally, 922,574 shares of Class B Stock are held by Flug 2012 GS Trust U/A/D 9/4/12 (the "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.

F6: The common membership interests of 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.

F7: Represents LLC Interests held by Gulf Five LLC. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.

F8: Additionally, 922,574 LLC Interests are held by the Trust, of which the Reporting Person's spouse is a trustee and beneficiary. The Reporting Person disclaims beneficial ownership of such LLC Interests, except to the extent of his pecuniary interest therein.