Shake Shack Inc. — Director's Dealing 2018

Mar 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2018-03-22

Reporting Person: Comonte Tara (CHIEF FINANCIAL OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-22	CLASS A COMMON STOCK	A	3288	—	Acquired	53286	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-22	Employee Stock Option (right to buy)	$39.91	A	5036	Acquired	2028-03-22	CLASS A COMMON STOCK (5036.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$38.91	2027-06-12	CLASS A COMMON STOCK (5150.0)	5150	Direct

Footnotes

F1: Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") underlying restricted stock units acquired by the Reporting Person upon the Issuer's achievement of certain performance targets for certain performance criteria for fiscal year 2017, as determined by the Issuer's Compensation Committee on March 22, 2018. On June 12, 2017, pursuant to the Issuer's 2015 Incentive Award Plan, as amended, the Reporting Person was awarded performance stock units that issue into restricted stock units representing the right to receive Class A Stock of the Issuer. The restricted stock units representing the right to receive Class A Stock of the Issuer vest in 3 equal installments on each of June 12, 2018, June 12, 2019 and June 12, 2020.

F2: The option vests in five equal installments on each of the first five anniversaries of the grant date, subject to the Reporting Person's employment agreement with the Issuer.