Shake Shack Inc. — Director's Dealing 2016

Jul 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2016-07-13

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
2016-07-13	CLASS A COMMON STOCK	S	10372	$40	Disposed	39628	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS A COMMON STOCK	33240	Direct
CLASS B COMMON STOCK	214822	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Membership Interests	$		CLASS A COMMON STOCK (214822.0)	214822	Indirect

Footnotes

F1: Shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") were disposed of by Gulf Five LLC pursuant to a 10b5-1 trading plan entered into on December 16, 2015. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: 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.

F3: 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.

F4: The common membership interests in 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.

F5: 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.

F6: 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.