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Shake Shack Inc. Director's Dealing 2017

Mar 10, 2017

31166_dirs_2017-03-10_b6762857-c1e3-4a07-9b62-19f1ac6c8995.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: 2017-03-08

Reporting Person: Koff Zach (Chief Operating Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-03-08 CLASS A COMMON STOCK M 2000 $21 Acquired 2799 Direct
2017-03-08 CLASS A COMMON STOCK S 2000 $31.961 Disposed 799 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-03-08 Stock Option (Right to Buy) $21.0 M 2000 Disposed 2025-01-29 CLASS A COMMON STOCK (2000.0) Direct

Footnotes

F1: Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon the Reporting Person's cashless exercise of the option to purchase 2,000 shares of Class A Stock.

F2: Represents the sale of shares of Class A Stock of the Issuer that were acquired in a cashless exercise of the Reporting Person's option to purchase 2,000 shares of Class A Stock.

F3: The transaction was executed in multiple trades at prices ranging from $31.9500 to $31.9900. The price reported above represents 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: An option to purchase 106,000 shares of Class A Stock at $21 per share was granted to the Reporting Person on January 29, 2015. 21,200 options vested on January 29, 2016, of which the Reporting Person exercised his option to purchase 16,000 shares of Class A Stock prior to the transactions reported herein. 21,200 options vested on January 29, 2017. The remaining 63,600 options vest in three equal installments on each of January 29, 2018, January 29, 2019 and January 29, 2020, subject to the Reporting Person's continued service with the Issuer.