Shake Shack Inc. — Director's Dealing 2016

Aug 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2016-08-24

Reporting Person: SLOATE LAURA J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-24	Class A Common Stock	C	10000	—	Acquired	15000	Direct
2016-08-24	Class B Common Stock	J	10000	—	Disposed	250074	Direct
2016-08-25	Class A Common Stock	S	5000	$36	Disposed	10000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-24	Common Membership Interests	$	C	10000	Disposed		Class A Common Stock (10000)	Direct

Footnotes

F1: Upon the reclassification of the Reporting Person's membership interests in SSE Holdings, LLC ("LLC Interests") in connection with the Issuer's IPO in February 2015, the LLC Interests became convertible into an equal number of shares of Class A Common Stock on a one-for-one basis, or at the election of the issuer, redeemable for cash equal to the volume-weighted average market price of such Class A shares.

F2: Upon the reclassification of the Reporting Person's LLC Interests described above, the Reporting Person was issued one share of Class B Common Stock for each LLC Interest. One share of Class B Common Stock must be surrendered and canceled upon conversion or redemption of each LLC Interest. Effective August 24, 2016, the Reporting Person converted LLC Interests into shares of Class A Common Stock, and an equal number of shares of Class B Common stock were surrendered and cancelled for no consideration.

F3: The LLC Interests may be converted or redeemed at any time and have no expiration date.