Shake Shack Inc. — Director's Dealing 2019

Aug 17, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2019-08-16

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
2019-08-16	CLASS A COMMON STOCK	C	154072	—	Acquired	158515	Indirect
2019-08-16	CLASS A COMMON STOCK	C	2536191	—	Acquired	2536191	Indirect
2019-08-16	CLASS B COMMON STOCK	C	2690263	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-16	Common Membership Interests	$	C	2690263	Disposed		CLASS A COMMON STOCK (2690263.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, par value $0.001 per share	1411	Direct
Class B Common Stock, par value $0.001 per share	1270136	Direct
Class B Common Stock, par value $0.001 per share	590921	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Membership Interests	$		CLASS A COMMON STOCK (1270136.0)	1270136	Direct
Common Membership Interests	$		CLASS A COMMON STOCK (590921.0)	590921	Indirect

Footnotes

F1: Pursuant to a Stockholders Agreement, dated as of February 4, 2015, as amended, by and among Daniel H. Meyer, the Daniel H. Meyer 2012 Gift Trust dtd 10/31/12 (the "Gift Trust"), other affiliates (collectively, the "Meyer Stockholders") and other signatories party thereto, the Meyer Stockholders have the right to cause all of the shares of Gramercy Tavern Corp. ("GTC") to be exchanged for shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") pursuant to a reorganization under Section 368(a) of the Internal Revenue Code (the "Reorganization"). The Meyer Stockholders made such an election with respect to GTC.

F2: To effect the Reorganization, a subsidiary of the Issuer merged with and into GTC, which was then merged with and into the Issuer, resulting in (i) conversion and exchange of shares of GTC for Class A Stock, (ii) cancellation of Class B Common Stock ("Class B Stock") of the Issuer held by GTC, and (iii) transfer of the common membership interests in SSE Holdings, LLC (the "LLC Interests") held by GTC to the Issuer. The Class B Stock and LLC Interests held by GTC were reported as held by each of Daniel H. Meyer and the Gift Trust by virtue of each such Reporting Person's control over GTC and, accordingly, their cancellation and transfer, as applicable, is reported hereon. Mr. Meyer, through Daniel H. Meyer Investment Trust dtd 5/15/92, and the Gift Trust, received 154,072 and 2,536,191 shares of the Issuer's Class A Stock, respectively, in exchange for GTC shares, representing such Reporting Person's 5.727% and 94.273% interest, respectively, in GTC.

F3: The reported transactions are exempt under Rule 16b-6(b), 16b-3 and 16b-7 of the Securities Exchange Act of 1934.

F4: 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.

F5: 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 his pecuniary interest therein.

F6: Represents the Class B Stock of the Issuer held by each of the Reporting Persons indirectly through GT. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.

F7: Represents LLC Interests which 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.

F8: GTC did not redeem the LLC Interests prior to the effective time of the Reorganization.

F9: Represents LLC Interests held by each of the Reporting Persons indirectly through GT. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.