Shake Shack Inc. — Director's Dealing 2018

Feb 28, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2018-02-26

Reporting Person: GARUTTI RANDALL J (Director, Chief Executive Officer, 10% Owner)
Reporting Person: GARUTTI MARIA L (10% Owner)
Reporting Person: RANDALL J. GARUTTI GST TRUST DATED 12/30/2014 (10% Owner)
Reporting Person: GARUTTI RONALD J JR (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-26	CLASS A COMMON STOCK	C	40000	—	Acquired	50961	Direct
2018-02-26	CLASS A COMMON STOCK	S	16395	$37.5706	Disposed	34566	Direct
2018-02-26	CLASS A COMMON STOCK	S	23605	$38.5476	Disposed	10961	Direct
2018-02-26	CLASS B COMMON STOCK	J	40000	—	Disposed	554051	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-26	Common Membership Interests	$	C	40000	Disposed		CLASS A COMMON STOCK (40000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS B COMMON STOCK	55972	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Membership Interests	$		CLASS A COMMON STOCK (55972.0)	55972	Indirect

Footnotes

F1: Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon a redemption of an equal number of common membership interests in SSE Holdings, LLC (the "LLC Interests").

F2: Represents shares of Class A Stock that were disposed of by Mr. Garutti pursuant to a 10b5-1 trading plan entered into on December 4, 2017.

F3: The transaction was executed in multiple trades at prices ranging from $37.2400 to $38.2399. The price reported above reflects the weighted average sales price.

F4: Each 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.

F5: The transaction was executed in multiple trades at prices ranging from $38.2400 to $38.7900. The price reported above reflects the weighted average sales price.

F6: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock ("Class B Stock") are cancelled for no consideration on a one-to-one basis upon redemption of the LLC Interests for shares of Class A Stock of the Issuer.

F7: Represents shares of Class B Stock of the Issuer held by The Randall J. Garutti 2014 GS Trust (the "Trust"). Ronald Garutti, Jr. the brother of Randall Garutti, and Maria Garutti, the wife of Randall Garutti, are the trustees of the Trust. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest.

F8: The LLC Interests are redeemable for an equal number of shares of the Issuer's Class A Common Stock or, at the election of the Issuer, cash equal to the volume-weighted average market price of such shares. The LLC Interests have no expiration date.

F9: Represents LLC Interests held by the Trust. Each Reporting Person disclaims beneficial ownership of such interests except to the extent of such Reporting Person's pecuniary interest therein.