Shake Shack Inc. — Director's Dealing 2016

Mar 16, 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: SOKOLOFF JONATHAN D (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-14	Class A Common Stock	C	94200	$0.00	Acquired	2848765	Indirect
2016-03-15	Class A Common Stock	S	49600	$34.04	Disposed	2799165	Indirect
2016-03-15	Class A Common Stock	S	400	$34.80	Disposed	2798765	Indirect
2016-03-16	Class A Common Stock	S	50000	$33.59	Disposed	2748765	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-14	Class B Common Stock	$	C	94200	Disposed		Class A Common Stock (94200)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$21.00	2025-01-29	Class A Common Stock (8251)	8251	Direct

Footnotes

F1: Represents shares of Class A common stock, par value $0.001 per share ("A-Common") issued to Green Equity Investors VI, L.P. ("GEI VI") and LGP Malted Coinvest LLC ("Malted"). The shares were issued in exchange for an equivalent number of shares of Class B common stock, par value $0.001 per share ("B-Common") of the Issuer and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC, pursuant to the exchange right described in note 14 to this Form 4. Of the newly-issued shares of A-Common reported in this row, 87,640 were issued to GEI VI, and 6,560 were issued to Malted.

F2: Mr. Sokoloff directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by GEI VI, Green Equity Investors Side VI, L.P. ("GEI Side VI"), and Malted. Mr. Sokoloff disclaims beneficial ownership of the shares owned by each of GEI VI, GEI Side VI, and Malted, except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F3: Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 29,719 were sold by GEI VI, 17,712 were sold by GEI Side VI, and 2,169 were sold by Malted. GEI VI's, GEI Side VI's, and Malted's A-Common, together with GEI VI's and Malted's B-Common and LLC Interests, are collectively referred to herein as the "Equity Interests."

F4: This transaction was executed in multiple trades at prices ranging from $33.75 to $34.68. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.

F5: Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 168,264 are owned by GEI VI, 2,626,510 are owned by GEI Side VI, and 4,391 are owned by Malted.

F6: Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 240 were sold by GEI VI, 143 were sold by GEI Side VI, and 17 were sold by Malted.

F7: This transaction was executed in multiple trades at prices ranging from $34.75 to $34.83. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.

F8: Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 168,024 are owned by GEI VI, 2,626,367 are owned by GEI Side VI, and 4,374 are owned by Malted.

F9: Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 29,958 were sold by GEI VI, 17,855 were sold by GEI Side VI, and 2,187 were sold by Malted.

F10: This transaction was executed in multiple trades at prices ranging from $33.40 to $33.84. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.

F11: Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 138,066 are owned by GEI VI, 2,608,512 are owned by GEI Side VI, and 2,187 are owned by Malted.

F12: These options vested on January 29, 2016.

F13: The options reported on this row were granted in respect of Mr. Sokoloff's service on the Issuer's board of directors and are held by Mr. Sokoloff for the benefit of Leonard Green & Partners, L.P.

F14: Pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, shares of B-Common can be paired with LLC Interests on a one-to-one basis and tendered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election).

F15: Represents shares paired with LLC Interests on a one-to-one basis by GEI VI and Malted and exchanged for shares of A-Common. Of the shares of reported in this row, 87,640 were issued to GEI VI, and 6,560 were issued to Malted.

F16: Not applicable.

F17: Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 4,238,626 are owned by GEI VI and 317,268 are owned by Malted.

F18: Mr. Sokoloff directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests. Mr. Sokoloff disclaims beneficial ownership of the Equity Interests held by each of GEI VI, GEI Side VI, and Malted except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.