Shake Shack Inc. — Director's Dealing 2016

May 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2016-05-19

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
2016-05-19	CLASS A COMMON STOCK	C	300000	—	Acquired	350000	Indirect
2016-05-20	CLASS A COMMON STOCK	S	25000	$34.7524	Disposed	325000	Indirect
2016-05-23	CLASS A COMMON STOCK	S	25000	$34.9704	Disposed	300000	Indirect
2016-05-19	CLASS B COMMON STOCK	J	300000	—	Disposed	214822	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-19	Common Membership Interests	$	C	300000	Disposed		CLASS A COMMON STOCK (300000.0)	Indirect
2016-05-19	Stock Option (Right to Buy)	$34.62	A	3405	Acquired	2026-05-19	CLASS A COMMON STOCK (3405.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS A COMMON STOCK	33240	Direct

Footnotes

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

F2: Represents shares of Class A Stock held by Gulf Five LLC, of which 50,000 are held pursuant to a 10b5-1 trading plan entered into by Gulf Five LLC on December 16, 2015. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: The transaction was executed in multiple trades at prices ranging from $34.3298 to $35.0400. The price reported above reflects the weighted average sales 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 transactionwas effected.

F5: The transaction was executed in multiple trades at prices ranging from $34.9500 to $35.0200. The price reported above reflects the weighted average sales price.

F6: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock ("Class B Stock") are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Stock.

F7: Represents shares of Class B Common Stock held by Gulf Five LLC. Mr. Flug disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F8: 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.

F9: 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.

F10: 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.

F11: This option vests in full on May 19, 2017, subject to the Reporting Person's continued service with the Issuer.