Shake Shack Inc. — Director's Dealing 2017

Apr 28, 2017

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
2017-04-25	CLASS A COMMON STOCK	C	50000	—	Acquired	50000	Direct
2017-04-25	CLASS B COMMON STOCK	J	50000	—	Disposed	457167	Direct
2017-04-27	CLASS A COMMON STOCK	S	10000	$34.50	Disposed	40000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-25	COMMON MEMBERSHIP INTERESTS	$0	C	50000	Disposed		CLASS A COMMON STOCK (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
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 (20000)	20000	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.

F2: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Common Stock.

F3: 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.

F4: 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.