Shake Shack Inc. — Director's Dealing 2018

Jun 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2018-06-12

Reporting Person: SOKOLOFF JONATHAN D (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-12	Class A Common Stock	A	390	$0.00	Acquired	1032	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1301490	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	Direct
Employee Stock Option (right to buy)	$21.00	2025-01-29	Class A Common Stock (8251)	10254	Direct
Class B Common Stock	$		Class A Common Stock ()	2343087	Indirect

Footnotes

F1: Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of the Issuer underlying restricted stock units awarded to the reporting person pursuant to the Issuer's 2015 Incentive Award Plan, as amended, and the Issuer's Non-Employee Director Compensation Policy on June 12, 2018. The restricted stock units represent the right to receive shares of A-Common and vest on June 12, 2019, subject to the reporting person's continued service with the Issuer.

F2: Of the 1,032 shares of A-Common reported, 642 vested on June 12, 2018 and 390 will vest on June 12, 2019.

F3: Represents shares owned by Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), and LGP Malted Coinvest ("Malted"). Of the shares of A-Common reported, 0 are owned by GEI VI, 1,301,490 are owned by GEI Side VI, and 0 are owned by Malted.

F4: Mr. Sokoloff 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 the shares owned by GEI VI, GEI Side VI, and Malted. Mr. Sokoloff disclaims beneficial ownership of the shares owned by each of GEI VI, GEI Side VI, and Malted, except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F5: These options vested on May 19, 2017.

F6: 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 Leonard Green & Partners, L.P. Of the 10,254 options reported, 8,251 vested on January 29, 2016 and 2,003 vested on May 19,
2017.

F7: These options vested on January 29, 2016.

F8: 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).

F9: Not applicable.

F10: Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 2,183,698 are owned by GEI VI and 159,389 are owned by Malted.

F11: Mr. Sokoloff 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 the Equity Interests. Mr. Sokoloff disclaims beneficial ownership of the Equity Interests held by each of GEI VI, GEI Side VI, and Malted except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.