Shake Shack Inc. — Director's Dealing 2020

Feb 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2020-02-13

Reporting Person: SOKOLOFF JONATHAN D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-13	Class A Common Stock	S	169077	$74.05	Disposed	160318	Indirect
2020-02-13	Class A Common Stock	S	10323	$74.44	Disposed	149995	Indirect
2020-02-14	Class A Common Stock	S	114772	$73.25	Disposed	35223	Indirect
2020-02-14	Class A Common Stock	S	35223	$73.80	Disposed	0	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

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted 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").

F2: Represents shares of Class A common stock, par value $0.001 per share ("A-Common") sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 101,303 were sold by GEI VI, 60,380 were sold by GEI Side VI, and 7,394 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."

F3: This transaction was executed in multiple trades at prices ranging from $73.39 to $74.3899. 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.

F4: Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 96,054 are owned by GEI VI, 57,253 are owned by GEI Side VI, and 7,011 are owned by Malted.

F5: 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.

F6: Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 6,185 were sold by GEI VI, 3,687 were sold by GEI Side VI, and 451 were sold by Malted.

F7: This transaction was executed in multiple trades at prices ranging from $74.39 to $74.56. 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.

F8: Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 89,869 are owned by GEI VI, 53,566 are owned by GEI Side VI, and 6,560 are owned by Malted.

F9: Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 68,766 were sold by GEI VI, 40,987 were sold by GEI Side VI, and 5,019 were sold by Malted.

F10: This transaction was executed in multiple trades at prices ranging from $72.65 to $73.6499. 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.

F11: Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 21,103 are owned by GEI VI, 12,579 are owned by GEI Side VI, and 1,541 are owned by Malted.

F12: Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 21,103 were sold by GEI VI, 12,579 were sold by GEI Side VI, and 1,541 were sold by Malted.

F13: This transaction was executed in multiple trades at prices ranging from $73.65 to $74.1000. 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.

F14: Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 0 are owned by GEI VI, 0 are owned by GEI Side VI, and 0 are owned by Malted.

F15: 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.

F16: These options are fully vested.

F17: 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.