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: 2016-01-14

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
2016-01-14	CLASS A COMMON STOCK	C	150000	—	Acquired	150000	Indirect
2016-01-14	CLASS B COMMON STOCK	J	150000	—	Disposed	514822	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-14	Common Membership Interests	$	C	150000	Disposed		CLASS A COMMON STOCK (150000.0)	Indirect

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 A Common Stock ("Class A Stock").

F2: Represents shares of Class A Stock held by Gulf Five LLC. Mr. Flug disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: In addition, 30,000 shares of Class A Stock are held directly by Mr. Flug.

F4: 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.

F5: Represents shares of Class B Stock held by Gulf Five LLC. Mr. Flug 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 Mr Flug's spouse is a trustee and beneficiary. Mr. Flug disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F7: The LLC Interests are redeemable for an equal number of shares of the Issuer's 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. Mr. Flug 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.