Shake Shack Inc. — Director's Dealing 2017

Jan 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2017-01-13

Reporting Person: CORAINE RICHARD D (10% Owner)
Reporting Person: RICHARD D. CORAINE 2012 FAMILY TRUST (10% Owner)
Reporting Person: HAIDA TONI (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-13	Class A Common Stock	C	60000	—	Acquired	65000	Direct
2017-01-13	Class B Common Stock	J	60000	—	Disposed	127924	Direct
2017-01-13	Class A Common Stock	C	40000	—	Acquired	40000	Indirect
2017-01-13	Class B Common Stock	J	40000	—	Disposed	271401	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-13	Common Membership Interests	$	C	60000	Disposed		Class A Common Stock (60000)	Direct
2017-01-13	Common Membership Interests	$	C	40000	Disposed		Class A Common Stock (40000)	Indirect

Footnotes

F1: Upon the reclassification of the Reporting Person's membership interests in SSE Holdings, LLC ("LLC Interests") in connection with the Issuer's IPO in February 2015, the LLC Interests became convertible into an equal number of shares of Class A Common Stock on a one-for-one basis, or at the election of the issuer, redeemable for cash equal to the volume-weighted average market price of such Class A shares.

F2: Upon the reclassification of the Reporting Person's LLC Interests described above, the Reporting Person was issued one share of Class B Common Stock for each LLC Interest. One share of Class B Common Stock must be surrendered and canceled upon conversion or redemption of each LLC Interest. Effective January 13, 2017, the Reporting Person converted LLC Interests into shares of Class A Common Stock, and an equal number of shares of Class B Common stock were surrendered and cancelled for no consideration.

F3: Held directly by the Richard D. Coraine 2012 Family Trust (the "Trust"), of which Richard D. Coraine's spouse, Toni Haida, is a trustee and beneficiary. Each of Richard D. Coraine and Toni Haida disclaims beneficial ownership of the shares of Class A Common Stock held by the Trust, except to the extent of his or her pecuniary interest.

F4: The LLC Interests may be converted or redeemed at any time and have no expiration date.