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Shake Shack Inc. Director's Dealing 2017

May 2, 2017

31166_dirs_2017-05-01_7e19a000-9bb3-4865-a1dd-fe34564b16d5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2017-04-27

Reporting Person: SWINGHAMER DAVID A (10% Owner)
Reporting Person: DAVID A. SWINGHAMER GRAT (10% Owner)
Reporting Person: Swinghamer Susan (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-04-27 CLASS A COMMON STOCK S 5000 $34.7024 Disposed 85000 Direct
2017-05-01 CLASS A COMMON STOCK S 100 $34.51 Disposed 84900 Direct

Holdings (Non-Derivative)

Security Shares Ownership
CLASS B COMMON STOCK 457167 Direct
CLASS A COMMON STOCK 30000 Indirect
CLASS B COMMON STOCK 20000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
COMMON MEMBERSHIP INTERESTS $0 CLASS A COMMON STOCK (457167) 457167 Direct
COMMON MEMBERSHIP INTERESTS $0 CLASS A COMMON STOCK (20000) 20000 Indirect

Footnotes

F1: Held directly by the David A. Swinghamer GRAT, of which Susan Swinghamer, the reporting person's wife, is the trustee and beneficiary. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

F2: This transaction was executed in multiple trades at prices ranging from $34.68 to $34.72. The price reported above reflects the weighted average sale 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 Form 4 filed by the Reporting Person with the SEC on April 27, 2017 incorrectly disclosed that the Reporting Person directly beneficially owned 40,000 shares of Class A Common Stock of the issuer as of the close of business on such date. The Reporting Person directly beneficially owned 90,000 shares of Class A Common Stock of the issuer as of the close of business on April, 27, 2017.

F5: The LLC Interests are redeemable for an equal number of shares of the Issuer's Class A Common 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.