Shake Shack Inc. — Director's Dealing 2016

Jul 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (shak)
CIK: 0001620533
Period of Report: 2016-07-20

Reporting Person: CORAINE RICHARD D (10% Owner)
Reporting Person: RICHARD D. CORAINE 2012 FAMILY TRUST (10% Owner)
Reporting Person: HAIDA TONI (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-20	Class A Common Stock	S	40951	$40	Disposed	5000	Direct
2016-07-20	Class A Common Stock	S	18411	$40	Acquired	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	207924	Direct
Class B Common Stock	331401	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Membership Interests	$		Class A Common Stock (207924)	207924	Direct
Common Membership Interests	$		Class A Common Stock (331401)	331401	Indirect

Footnotes

F1: Held directly by the Richard D. Coraine 2012 Family Trust (the "Trust"), of which Richard D. Coraine's spouse, Toni Haida, is a trustee and beneficiary. Each of Richard D. Coraine and Toni Haida disclaims beneficial ownership of the shares of Class A Common Stock held by the Trust, except to the extent of his or her pecuniary interest.

F2: Upon the reclassification of the Reporting Person's LLC Interests in connection with the Issuer's IPO in February 2015, 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 for Class A Common Stock, as described in fn. 3.

F3: In connection with the Issuer's IPO, the Reporting Persons' membership interests in SSE Holdings, LLC (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. Surrender of one share of Class B Common Stock is required for each LLC Interest redeemed, as described in fn. 2.

F4: The LLC Interests may be converted or redeemed at any time and have no expiration date.