Shake Shack Inc. — Director's Dealing 2016

Jan 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2015-12-24

Reporting Person: CORAINE RICHARD D (10% Owner)
Reporting Person: RICHARD D. CORAINE 2012 FAMILY TRUST (10% Owner)
Reporting Person: HAIDA TONI (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-24	CLASS A COMMON STOCK	C	40951	—	Acquired	56951	Direct
2015-12-24	CLASS B COMMON STOCK	C	1727804	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-24	Common Membership Interests	$	C	1727804	Acquired		CLASS A COMMON STOCK (1727804.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS A COMMON STOCK	36822	Indirect
CLASS B COMMON STOCK	207924	Direct
CLASS B COMMON STOCK	331401	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Membership Interests	$		CLASS A COMMON STOCK (207924.0)	207924	Direct
Common Membership Interests	$		CLASS A COMMON STOCK (331401.0)	331401	Indirect

Footnotes

F1: Pursuant to a Stockholders Agreement, dated as of February 4, 2015 (as amended, the "Stockholders Agreement"), by and among Issuer, the reporting person, Union Square Cafe Corp ("USC") and other signatories party thereto, certain parties to the Stockholders Agreement other than the reporting person (the "Electing Stockholders") have the right, in their sole discretion, to cause all of the stock of USC and to be exchanged for shares of Issuer's Class A Common Stock ("Class A Stock") pursuant to a reorganization under Section 368(a) of the Internal Revenue Code (the "Reorganization"). The Electing Stockholders made such an election with respect to USC.

F2: To effect the Reorganization, a subsidiary of Issuer merged with and into USC, which then merged with and into Issuer, resulting in (i) the conversion and exchange of common stock of USC for shares of Class A Stock, (ii) cancellation of the Class B Common Stock of Issuer ("Class B Stock") held by USC, and (iii) transfer of the common membership interests in SSE Holdings, LLC (the "LLC Interests") held by USC to Issuer. The reporting person (by virtue of his 2.37% ownership of the issued and outstanding common stock of USC) received 40,951 shares of Class A Stock in exchange for shares of USC in the mergers; the other shareholders of USC received the other 1,686,853 shares of Class A Stock in exchange for shares of USC in the mergers. The reported transactions are exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"), including, without limitation, pursuant to Rules 16b-6(b) and 16b-7 promulgated under the Act.

F3: Represents shares of Class B Stock held by USC. The reporting person owned 2.37% ownership of the issued and outstanding common stock of USC. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F4: Held directly by the Richard D. Coraine 2012 Family Trust (the "Trust"), of which Richard D. Coraine's spouse, Toni Haida, is a trustee and beneficiary. Each of Richard D. Coraine and Toni Haida disclaims beneficial ownership of the shares of Class A Stock reported herein, except to the extent of his or her pecuniary interest therein.

F5: Held directly by the Trust, of which Richard D. Coraine's spouse, Toni Haida, is a trustee and beneficiary. Each of Richard D. Coraine and Toni Haida disclaims beneficial ownership of the shares of Class B Stock reported herein, except to the extent of his or her pecuniary interest therein.

F6: The LLC Interests are redeemable for an equal number of shares of Class A Stock. The LLC Interests have no expiration date. However, USC did not exercise the redemption right prior to the effective time of the mergers.

F7: Represents LLC Interests held by USC. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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.

F9: Held directly by the Trust, of which Richard D. Coraine's spouse, Toni Haida, is a trustee and beneficiary. Each of Richard D. Coraine and Toni Haida disclaims beneficial ownership of the LLC Interests reported herein, except to the extent of his or her pecuniary interest therein.