Shake Shack Inc. — Director's Dealing 2017

Mar 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2017-03-27

Reporting Person: GARUTTI RANDALL J (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-27	CLASS A COMMON STOCK	C	8000	—	Acquired	20213	Direct
2017-03-27	CLASS A COMMON STOCK	S	8000	$32.2342	Disposed	12213	Direct
2017-03-27	CLASS B COMMON STOCK	J	8000	—	Disposed	709051	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-27	Common Membership Interests	$	C	8000	Disposed		CLASS A COMMON STOCK (8000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS B COMMON STOCK	55972	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Membership Interests	$		CLASS A COMMON STOCK (55972.0)	55972	Indirect

Footnotes

F1: Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon a redemption of an equal number of common membership interests in SSE Holdings, LLC (the "LLC Interests"). The LLC Interests are redeemable for an equal number of shares of Class A Stock, or, at the election of the Issuer, cash equal to the volume-weighted average prices of such shares.

F2: Represents shares of Class A Stock that were disposed of by the Reporting Person pursuant to a 10b5-1 trading plan entered into on August 23, 2016.

F3: The transaction was executed in multiple trades at prices ranging from $32.0100 to $32.4100. The price reported above reflects the weighted average sales price.

F4: 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.

F5: Represents shares of Class A Stock of the Issuer held by the Reporting Person.

F6: 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.

F7: Represents shares of Class B Stock held by the Reporting Person.

F8: Represents shares of Class B Stock of the Issuer held by The Randall J. Garutti 2014 GST Trust (the "Trust"), of which the Reporting Person's spouse is a trustee and beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F9: 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.

F10: Represents LLC Interests held by Reporting Person.

F11: Represents LLC Interests held by the Trust. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.