Shake Shack Inc. — Director's Dealing 2017

Feb 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2017-02-23

Reporting Person: FLUG 2012 GS TRUST U/A/D 9/4/12 (10% Owner)
Reporting Person: FLUG SHERYL H (10% Owner)
Reporting Person: FLUG KENNETH (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-23	CLASS A COMMON STOCK	C	200000	—	Acquired	200000	Direct
2017-02-23	CLASS B COMMON STOCK	J	200000	—	Disposed	722574	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	CLASS A COMMON STOCK	$	C	200000	Disposed		CLASS A COMMON STOCK (200000.0)	Direct

Footnotes

F1: Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon redemption of an equal number of common membership interests in SSE Holdings, LLC (the "LLC Interests"). Sheryl Flug and Kenneth Flug are co-trustees of the Reporting Person, and disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. The LLC Interests are redeemable for an equal number of Share of Class A Stock, or, at the election of the Issuer, cash equal to the volume-weighted average market prices of such shares.

F2: 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.

F3: Represents shares of Class B Stock of the Issuer held by the Reporting Person. Sheryl Flug and Kenneth Flug are co-trustees of the Reporting Person, and disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein.

F4: 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.

F5: Represents LLC Interests held by Reporting Person. Sheryl Flug and Kenneth Flug are co-trustees of the Reporting Person, and disclaim beneficial ownership of such LLC Interests, except to the extent of their pecuniary interest therein.