Shake Shack Inc. — Director's Dealing 2020

Oct 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2020-10-26

Reporting Person: Flug Jeffrey (Director, 10% Owner)
Reporting Person: FLUG SHERYL H (10% Owner)
Reporting Person: Gulf Five Fiduciary Management Corp (10% Owner)
Reporting Person: Flug 2015 GS Trust U/A/D 12/29/15 (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-26	CLASS A COMMON STOCK	C	50000	—	Acquired	50000	Indirect
2020-10-27	CLASS A COMMON STOCK	S	36794	$70.9021	Disposed	13206	Indirect
2020-10-27	CLASS A COMMON STOCK	S	13206	$71.577	Disposed	0	Indirect
2020-10-26	CLASS B COMMON STOCK	J	50000	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-26	Common Membership Interests	$	C	50000	Acquired		CLASS A COMMON STOCK (50000.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS A COMMON STOCK	6750	Direct

Footnotes

F1: The transactions reported on this Form 4 were all effected pursuant to a 10b5-1 trading plan entered into on September 16, 2020.

F2: 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").

F3: Represents Class A Stock of the Issuer held by the Flug 2015 GS Trust U/A/D 12/29/15 (the "Trust"). Gulf Five Fiduciary Management Corp is the trustee of the Trust. Sheryl Flug, the wife of Jeffrey Flug, is the President of Gulf Five Fiduciary Management Corp. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of such Reporting Person's pecuniary interest therein.

F4: The transaction was executed in multiple trades at prices ranging from $70.21 to $71.20. The price reported above reflects the weighted average sales price.

F5: Each 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.

F6: The transaction was executed in multiple trades at prices ranging from $71.21 to $72.20. The price reported above reflects the weighted average sales price.

F7: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock ("Class B 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.

F8: Represents shares of Class B Stock of the Issuer held by the Trust. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.

F9: The LLC Interests are 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.

F10: Represents LLC Interests held by the Trust. Each Reporting Person disclaims beneficial ownership of such interests except to the extent of such Reporting Person's pecuniary interest therein.