Shake Shack Inc. — Director's Dealing 2019

Sep 9, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2019-09-05

Reporting Person: Meyer Daniel Harris (Director, 10% Owner)
Reporting Person: DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12 (10% Owner)
Reporting Person: MEYER AUDREY H (10% Owner)
Reporting Person: McQuinn Michael C (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-22	CLASS A COMMON STOCK	G	15700	—	Disposed	143847	Indirect
2019-09-05	CLASS A COMMON STOCK	J	1230885	—	Acquired	1374732	Indirect
2019-09-05	CLASS A COMMON STOCK	J	1230885	—	Disposed	1305306	Indirect
2019-09-05	CLASS B COMMON STOCK	J	1270136	—	Disposed	0	Indirect
2019-09-05	Class B Common Stock, par value $0.001 per share	J	1270136	—	Acquired	1861057	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-05	Common Membership Interests	$	J	1270136	Disposed		CLASS A COMMON STOCK (1270136.0)	Indirect
2019-09-05	Common Membership Interests	$	J	1270136	Acquired		CLASS A COMMON STOCK (1270136.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, par value $0.001 per share	380	Direct

Footnotes

F1: Comprised of four separate charitable gift transactions exempt under Rule 16b-5.

F2: Includes 1,032 shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") transferred from Daniel H. Meyer to the Daniel H. Meyer Investment Trust dated 5/15/92 (the "Investment Trust") after lapse of restrictions on prior restricted stock unit grants. Transfers reflect no change in beneficial ownership or pecuniary interest and are exempt under Rule 16a-13.

F3: Mr. Meyer is the grantor, trustee and beneficiary of the Investment Trust. Mr. Meyer disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

F4: On September 5, 2019, the Investment Trust and the Daniel H. Meyer Gift Trust dtd 10/31/12 (the "Gift Trust") entered into an Exchange Agreement (the "Exchange Agreement"), pursuant to which (i) the Investment Trust transferred 1,270,136 LLC Interests and 1,270,136 shares of Class B Common Stock ("Class B Stock") of the Issuer to the Gift Trust and (ii) the Gift Trust transferred 1,230,885 shares of Class A Stock of the Issuer to the Investment Trust.

F5: Under the Exchange Agreement, a discount was applied to the value of the common membership interests in SSE Holdings, LLC (the "LLC Interests") and Class B Stock of the Issuer resulting from the time required to redeem LLC Interests for Class A Stock of the Issuer. See footnote 7 below.

F6: Mr. Meyer's spouse, Audrey Meyer, is a co-trustee and beneficiary of the Gift Trust. Mr. McQuinn is the co-trustee. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of such Reporting Person's pecuniary interest therein.

F7: Represents LLC Interests which are redeemable (subject to certain waiting periods) for an equal number of shares of Class A 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.