Shake Shack Inc. — Director's Dealing 2016

Jan 20, 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: Meyer Daniel Harris (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-24	CLASS A COMMON STOCK	C	1390218	—	Acquired	1420318	Indirect
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	Disposed		CLASS A COMMON STOCK (1727804.0)	Indirect

Footnotes

F1: Pursuant to a Stockholders Agreement, dated as of February 4, 2015, as amended, by and among Issuer, the Reporting Person, Union Square Cafe Corp. ("USC"), Gramercy Tavern Corp. ("GT"), Union Square Hospitality Group, LLC ("USHG") and Daniel H. Meyer 2012 Gift Trust (the "Gift Trust" and, collectively, the "Meyer Stockholders") and other signatories party thereto, the Meyer Stockholders have the right to cause all of the stock of USC and GT to be converted into and 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 Meyer 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) conversion and exchange of shares of USC for Class A Stock, (ii) cancellation of Class B Stock of the Issuer held by USC, and (iii) transfer of LLC Interests held by USC to Issuer. Class B Stock and LLC Interests held by USC were reported as held by the Reporting Person by virtue of his control over USC and, accordingly, their cancellation and transfer, as applicable, is reported hereon. The Reporting Person (through the Daniel H. Meyer Investment Trust) received 1,390,218 shares of Class A Stock in exchange for shares of USC, representing his 80.462% interest in USC. The other shareholders received an aggregate of 337,586 shares of Class A Stock in exchange for shares of USC, representing their aggregate 19.528% interest in USC. The reported transactions are exempt under Rule 16b-6(b), 16b-3 and 16b-7 of the Securities Exchange Act of 1934.

F3: Includes 30,100 shares of Class A Stock previously acquired by the Daniel Meyer Investment Trust.

F4: Daniel Meyer also holds 1,270,136 shares of Issuer's Class B Common Stock Stock ("Class B Stock") directly; 2,690,263 shares of Class B Stock indirectly through GT; and 95,238 shares of Class B Stock indirectly through USHG. In addition, 590,921 shares of Class B Stock are held by the Gift Trust. Daniel Meyer disclaims beneficial ownership of all of the shares held by these entities except to the extent of his pecuniary interest therein.

F5: The common membership interests in SSE Holdings, LLC (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.

F6: Daniel Meyer also holds 1,270,136 LLC Interests directly; 2,690,263 LLC Interests indirectly through GT; and 95,238 LLC Interests indirectly through USHG. An additional 590,921 LLC Interests are held by the Gift Trust. Daniel Meyer disclaims beneficial ownership of all of the LLC Interests held by these entities except to the extent of his pecuniary interest therein.