Shake Shack Inc. — Director's Dealing 2019

Jul 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2019-07-17

Reporting Person: SOKOLOFF JONATHAN D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-17	Class A Common Stock	S	71100	$73.57	Disposed	548276	Indirect
2019-07-17	Class A Common Stock	S	3996	$73.92	Disposed	544280	Indirect
2019-07-18	Class A Common Stock	S	25697	$73.95	Disposed	518583	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1411	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$34.62	2026-05-19	Class A Common Stock (2003)	2003	Direct
Employee Stock Option (right to buy)	$21.00	2025-01-29	Class A Common Stock (8251)	8251	Direct
Class B Common Stock	$		Class A Common Stock ()	595110	Indirect

Footnotes

F1: Represents shares of Class A common stock, par value $0.001 per share ("A-Common") sold by Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), and LGP Malted Coinvest LLC ("Malted"). Of the shares of A-Common sold, 42,602 were sold by GEI VI, 25,389 were sold by GEI Side VI, and 3,109 were sold by Malted. GEI VI's, GEI Side VI's, and Malted's A-Common, together with GEI VI's and Malted's B-Common and LLC Interests, are collectively referred to herein as the "Equity Interests."

F2: This transaction was executed in multiple trades at prices ranging from $72.86 to $73.85. The price reported reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.

F3: Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 130,432 are owned by GEI VI, 408,321 are owned by GEI Side VI, and 9,523 are owned by Malted.

F4: Mr. Sokoloff directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by GEI VI, GEI Side VI, and Malted. Mr. Sokoloff disclaims beneficial ownership of the shares owned by each of GEI VI, GEI Side VI, and Malted, except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F5: Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 2,394 were sold by GEI VI, 1,427 were sold by GEI Side VI, and 175 were sold by Malted.

F6: This transaction was executed in multiple trades at prices ranging from $73.86 to $74.085. The price reported reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.

F7: Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 128,038 are owned by GEI VI, 406,894 are owned by GEI Side VI, and 9,348 are owned by Malted.

F8: Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 15,397 were sold by GEI VI, 9,176 were sold by GEI Side VI, and 1,124 were sold by Malted.

F9: This transaction was executed in multiple trades at prices ranging from $73.525 to $74.32. The price reported reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.

F10: Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 112,641 are owned by GEI VI, 397,718 are owned by GEI Side VI, and 8,224 are owned by Malted.

F11: Represents shares of A-Common of the Issuer underlying restricted stock units awarded to the reporting person pursuant to the Issuer's 2015 Incentive Award Plan, as amended, and the Issuer's Non-Employee Director Compensation Policy on June 11, 2019, June 12, 2018 and June 12, 2017. The restricted stock units represent the right to receive shares of A-Common, subject to the reporting person's continued service with the Issuer. Of the 1,411 shares of A-Common reported, 1,032 are fully vested and 379 will vest on June 11, 2020.

F12: These options are fully vested.

F13: The options reported on this row were granted in respect of Mr. Sokoloff's service on the Issuer's board of directors and are held by Mr. Sokoloff for the benefit of Leonard Green & Partners, L.P. These options are fully vested.

F14: Pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, shares of B-Common can be paired with LLC Interests on a one-to-one basis and tendered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election).

F15: Not applicable.

F16: Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 554,633 are owned by GEI VI and 40,477 are owned by Malted.

F17: Mr. Sokoloff directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests. Mr. Sokoloff disclaims beneficial ownership of the Equity Interests held by each of GEI VI, GEI Side VI, and Malted except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.