Shake Shack Inc. — Director's Dealing 2019

Jan 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2019-01-03

Reporting Person: Comonte Tara (CHIEF FINANCIAL OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-03	CLASS A COMMON STOCK	F	901	$43.81	Disposed	44122	Direct
2019-01-03	CLASS A COMMON STOCK	A	11413	$43.81	Acquired	55535	Direct

Footnotes

F1: Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") withheld for taxes upon the vesting of restricted stock units that were previously acquired by the Reporting Person on January 3, 2018 pursuant to the Reporting Person's Employment Agreement with the Issuer (the "Employment Agreement") and the Issuer's 2015 Incentive Award Plan, as amended (the "Incentive Award Plan"). This footnote clarifies that the restricted stock units were acquired on January 3, 2018; the Form 4 filed on January 12, 2018 incorrectly referred to January 2, 2018 as the date that the restricted stock units were acquired.

F2: Represents shares of Class A Stock of the Issuer underlying restricted stock units acquired by the Reporting Person pursuant to the Employment Agreement and the Incentive Award Plan. The restricted stock units representing the right to receive Class A Stock of the Issuer vest in five equal installments, beginning on January 3, 2020 and continuing on each of the following four year anniversaries, subject to the Employment Agreement.