Shake Shack Inc. — Director's Dealing 2017

Mar 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: UTTZ JEFFREY J (Chief Financial Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-03	CLASS A COMMON STOCK	M	138000	$21	Acquired	148000	Direct
2017-03-03	CLASS A COMMON STOCK	S	138000	$33.028	Disposed	10000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-03	Stock Option (Right to Buy)	$21.0	M	138000	Disposed	2025-01-29	CLASS A COMMON STOCK (138000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS B COMMON STOCK	171579	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Membership Interests	$		CLASS A COMMON STOCK (171579.0)	171579	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 138,000 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 138,000 shares of Class A Stock.

F3: The transaction was executed in multiple trades at prices ranging from 32.8000 to $33.5400. 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: Represents shares of Class B Common Stock of the Issuer held by the Reporting Person.

F7: An option to purchase 345,000 shares of Class A Stock at $21 per share was granted to the Reporting Person on January 29, 2015. 69,000 options vested on January 29, 2016, 69,000 options vested on January 29, 2017, and the remaining 207,000 options will be forfeited in connection with the Reporting Person's resignation as CFO of the Issuer effective March 10, 2017.

F8: Represents the common membership interests in SSE Holdings, LLC (the "LLC Interests") which 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.