Shake Shack Inc. — Director's Dealing 2017

Mar 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2017-03-06

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
2017-03-06	CLASS A COMMON STOCK	S	20000	$32.2501	Disposed	180000	Direct
2017-03-07	CLASS A COMMON STOCK	S	10000	$32.4916	Disposed	170000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS B COMMON STOCK	722574	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Membership Interests	$		CLASS A COMMON STOCK (722574.0)	722574	Direct

Footnotes

F1: Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were disposed 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.

F2: Represents shares of Class A Stock of the Issuer held by the Reporting Person.

F3: The transaction was executed in multiple trades at prices ranging from $32.3000 to $32.5900. 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 B Common Stock ("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.

F6: The common membership interests in SSE Holdings, LLC (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 prices of such shares. The LLC Interests have no expiration date.

F7: 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 there.