Shake Shack Inc. — Director's Dealing 2016

Mar 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2016-03-14

Reporting Person: ACG SHACK LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-14	CLASS A COMMON STOCK	S	50000	$34.18	Disposed	50000	Direct
2016-03-15	CLASS A COMMON STOCK	S	50000	$34.08	Disposed	0	Direct
2016-03-16	CLASS A COMMON STOCK	J	250000	—	Acquired	250000	Direct
2016-03-16	CLASS A COMMON STOCK	S	50000	$33.62	Disposed	200000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-16	Common Membership Interests	$	C	250000	Disposed		CLASS B COMMON STOCK (250000)	Direct
2016-03-16	CLASS B COMMON STOCK	$	J	250000	Acquired		CLASS A COMMON STOCK (250000)	Direct
2016-03-16	CLASS B COMMON STOCK	$	J	250000	Disposed		CLASS A COMMON STOCK (250000)	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 the Issuer's Class B Common Stock, which are convertible into an equal number of the Issuer's Class A Common Stock, as explained in note 2 below.

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: The LLC Interests are redeemable for an equal number of shares of the issuer's Class B 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.