Shake Shack Inc. — Director's Dealing 2016

Apr 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2016-04-07

Reporting Person: GARUTTI RANDALL J (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-07	CLASS A COMMON STOCK	C	10000	—	Acquired	13100	Direct
2016-04-07	CLASS A COMMON STOCK	S	4898	$36.7464	Disposed	8202	Direct
2016-04-07	CLASS A COMMON STOCK	S	5102	$37.3843	Disposed	3100	Direct
2016-04-07	CLASS B COMMON STOCK	J	10000	—	Disposed	797051	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-07	Common Membership Interests	$	C	10000	Disposed		CLASS A COMMON STOCK (10000.0)	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: Shares of Class A Stock were disposed of by the Reporting Person pursuant to a 10b5-1 trading plan entered into on December 16, 2015.

F3: The transaction was executed in multiple trades at prices ranging from $36.1200 to $37.1100. 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 $37.1200 to $37.8800. 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 Stock held by the Reporting Person.

F8: The LLC Interests are redeemable for an equal number of shares of the 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.