Shake Shack Inc. — Director's Dealing 2018

Jun 28, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2018-06-25

Reporting Person: Green Equity Investors VI, L.P. (Director, 10% Owner)
Reporting Person: GEI Capital VI, LLC (Director, 10% Owner)
Reporting Person: Green Equity Investors Side VI, L.P. (Director, 10% Owner)
Reporting Person: Green VI Holdings, LLC (Director, 10% Owner)
Reporting Person: Leonard Green & Partners, L.P. (Director, 10% Owner)
Reporting Person: LGP Malted Coinvest LLC (Director, 10% Owner)
Reporting Person: LGP MANAGEMENT INC (Director, 10% Owner)
Reporting Person: PERIDOT COINVEST MANAGER LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-25	Class A Common Stock	C	375937	$0.00	Acquired	375937	Direct
2018-06-25	Class A Common Stock	C	27439	$0.00	Acquired	27439	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-25	Class B Common Stock	$	C	375937	Disposed		Class A Common Stock (375937)	Direct
2018-06-25	Class B Common Stock	$	C	27439	Disposed		Class A Common Stock (27439)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1301490	Direct
Class A Common Stock	1032	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$34.62	2026-05-19	Class A Common Stock (2003)	10254	Indirect
Employee Stock Option (right to buy)	$21.00	2025-01-29	Class A Common Stock (8251)	10254	Indirect

Footnotes

F1: Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of the Issuer issued to Green Equity Investors VI, L.P. ("GEI VI"). The shares were issued in exchange for an equivalent number of shares of Class B common stock, par value $0.001 per share ("B-Common") of the Issuer and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC, tendered to the Issuer pursuant to the exchange right described in note 13 to this Form 4.

F2: Represents shares owned by GEI VI.

F3: GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("GEI Side VI"). Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Malted Coinvest LLC ("Malted"), and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.

F4: Each of GEI VI, GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the A-Common owned by GEI VI, GEI Side VI, or Malted, or the shares of Class B Common Stock, par value $0.001 per share ("B-Common") and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC owned by GEI VI and Malted (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder.

F5: Each of GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F6: Represents shares of A-Common issued to Malted. The shares reported on this row were issued to Malted in exchange for an equivalent number of shares of B-Common and LLC Interests tendered to the Issuer pursuant to the exchange right described in note 13 to this Form 4.

F7: Represents shares owned by Malted.

F8: Each of GEI VI, GEI Side VI, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Malted, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F9: Represents shares owned by GEI Side VI.

F10: Each of GEI VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F11: Represents shares of A-Common of the Issuer underlying restricted stock units awarded to Mr. Jonathan D. Sokoloff, pursuant to the Issuer's 2015 Incentive Award Plan, as amended, and the Issuer's Non-Employee Director Compensation Policy on June 12, 2018 and June 12, 2017. The restricted stock units represent the right to receive shares of A-Common, subject to Mr. Sokoloff's continued service with the Issuer. Of the 1,032 shares of A-Common reported, 642 vested on June 12, 2018 and 390 will vest on June 12, 2019.

F12: Represents shares owned by Mr. Sokoloff.

F13: Pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, shares of B-Common can be paired with LLC Interests on a one-to-one basis and tendered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election).

F14: Represents shares paired with LLC Interests on a one-to-one basis by GEI VI and exchanged for shares of A-Common.

F15: Not applicable.

F16: Represents shares paired with LLC Interests on a one-to-one basis by Malted and exchanged for shares of A-Common.

F17: These options vested on May 19, 2017.

F18: Represents options granted in respect of Mr. Sokoloff's service on the Issuer's board of directors. Of the 10,254 options reported, 8,251 vested on
January 29, 2016 and 2,003 vested on May 19, 2017.

F19: The options reported on this row were granted in respect of Mr. Sokoloff's service on the Issuer's board of directors and are held by Mr. Sokoloff for the benefit of LGP. LGP directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options.

F20: These options vested on January 29, 2016.