Shake Shack Inc. — Director's Dealing 2016

Aug 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2016-07-28

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
2016-07-28	CLASS A COMMON STOCK	C	50000	—	Acquired	50000	Direct
2016-07-28	CLASS B COMMON STOCK	J	50000	—	Disposed	557167	Direct
2016-08-09	CLASS A COMMON STOCK	S	22934	$42.4244	Disposed	30000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-28	COMMON MEMBERSHIP INTERESTS	$0	C	50000	Disposed		CLASS A COMMON STOCK (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS B COMMON STOCK	20000	Indirect

Holdings (Derivative)

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

Footnotes

F1: Shares obtained upon redemption of common membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of shares of the Issuer's Class A Common Stock.

F2: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Common Stock.

F3: This transaction was executed in multiple trades at prices ranging from $42.25 to $42.65. The price reported above reflects the weighted average sale price.

F4: 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.

F5: 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 of Class A Stock reported herein, except to the extent of his pecuniary interest therein.

F6: 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.