Shake Shack Inc. — Director's Dealing 2020

Mar 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2020-02-28

Reporting Person: Koff Zach (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-28	CLASS A COMMON STOCK	F	367	$59.44	Disposed	11325	Direct
2020-02-28	CLASS A COMMON STOCK	F	323	$59.44	Disposed	11002	Direct
2020-02-28	CLASS A COMMON STOCK	A	716	—	Acquired	11718	Direct
2020-02-28	CLASS A COMMON STOCK	A	630	—	Acquired	12348	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 pursuant to the Issuer's 2015 Incentive Award Plan, as amended, upon the Issuer's achievement of certain performance criteria for fiscal year 2019, as determined by the Issuer's Compensation Committee on February 28, 2020.

F2: Represents shares of Class A Stock of the Issuer withheld for taxes upon the vesting of restricted stock units that were previously acquired by the Reporting Person on March 1, 2019 pursuant to the Issuer's 2015 Incentive Award Plan, as amended.

F3: Represents shares of Class A Stock of the Issuer underlying restricted stock units acquired by the Reporting Person upon the Issuer's achievement of certain performance targets for certain performance criteria for fiscal year 2019, as determined by the Issuer's Compensation Committee on February 28, 2020. On March 1, 2019, pursuant to the Issuer's 2015 Incentive Award Plan, as amended, the Reporting Person was awarded performance stock units that issue into restricted stock units representing the right to receive Class A Stock of the Issuer. The restricted stock units representing the right to receive Class A Stock of the Issuer vest in 4 equal installments on each of March 1, 2020, March 1, 2021, March 1, 2022 and March 1, 2023.

F4: Represents shares of Class A Stock of the Issuer underlying restricted stock units acquired by the Reporting Person pursuant to the Issuer's 2015 Incentive Award Plan, as amended. The restricted stock units representing the right to receive Class A Stock of the Issuer vest in 4 equal installments on each of March 1, 2020, March 1, 2021, March 1, 2022 and March 1, 2023.