Shake Shack Inc. — Director's Dealing 2016

Mar 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2016-03-01

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
2016-03-01	CLASS A COMMON STOCK	S	17393	$40.2281	Disposed	57607	Indirect
2016-03-01	CLASS A COMMON STOCK	S	7607	$41.3672	Disposed	50000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS A COMMON STOCK	33240	Direct
CLASS B COMMON STOCK	514822	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Membership Interests	$		CLASS A COMMON STOCK (514822.0)	514822	Indirect

Footnotes

F1: Shares of the Issuer's Class A common stock ("Class A Stock") were disposed of by Gulf Five LLC 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.

F2: This transaction was executed in multiple trades at prices ranging from $40.0000 to $40.7900. The price reported above reflects the weighted average sales price.

F3: 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 transaction was effected.

F4: The transaction was executed in multiple trades at prices ranging from $41.0000 to $41.7950. The price reported above reflects the weighted average sales price.

F5: Represents shares of the Issuer's Class B common stock ("Class B Stock") held by Gulf Five LLC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F6: 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.

F7: 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.

F8: 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.

F9: 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.