Shake Shack Inc. — Director's Dealing 2019

Aug 29, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2019-08-27

Reporting Person: VIVIAN ROBERT T (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-27	CLASS A COMMON STOCK	C	25000	—	Acquired	35181	Direct
2019-08-28	CLASS A COMMON STOCK	S	25000	$99.13	Disposed	10181	Direct
2019-08-27	CLASS B COMMON STOCK	J	25000	—	Disposed	25851	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-27	Common Membership Interests	$	M	25000	Disposed		CLASS A COMMON STOCK (25000.0)	Direct

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: The transaction was executed in multiple trades at prices ranging from $98.9000 to $99.3000. The price reported above reflects the weighted average sales price.

F3: The 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 was effected.

F4: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Stock of the Issuer.

F5: Represents LLC Interests redeemable for an equal number of shares of the Issuer's 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.