Shake Shack Inc. — Director's Dealing 2022

Mar 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2022-03-15

Reporting Person: Koff Zach (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-15	CLASS A COMMON STOCK	A	3935	—	Acquired	31615	Direct
2022-03-15	CLASS A COMMON STOCK	F	356	$62.69	Disposed	31259	Direct
2022-03-15	CLASS A COMMON STOCK	F	174	$62.69	Disposed	31085	Direct

Footnotes

F1: Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") underlying restricted stock units acquired by Mr. Koff upon the Issuer's achievement of certain performance targets for certain performance criteria for fiscal year 2021, as determined by the Issuer's Compensation Committee on March 15, 2022. On March 15, 2021, pursuant to the Issuer's 2015 Incentive Award Plan, as amended (the "Incentive Plan"), Mr. Koff 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 15, 2022, March 15, 2023, March 15, 2024 and March 15, 2025.

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 Mr. Koff pursuant to the Issuer's Incentive Plan upon the Issuer's achievement of certain performance criteria for fiscal year 2021, as determined by the Issuer's Compensation Committee on March 15, 2022.

F3: Represents shares of Class A Stock of the Issuer withheld for taxes upon the vesting of restricted stock units that were previously acquired by Mr. Koff on March 15, 2022 pursuant to the Issuer's Incentive Plan.