Shake Shack Inc. — Director's Dealing 2022

Mar 4, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shake Shack Inc. (SHAK)
CIK: 0001620533
Period of Report: 2022-03-01

Reporting Person: Koff Zach (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-01	CLASS A COMMON STOCK	A	9986	—	Acquired	28788	Direct
2022-03-01	CLASS A COMMON STOCK	F	446	$75.11	Disposed	28342	Direct
2022-03-01	CLASS A COMMON STOCK	F	346	$75.11	Disposed	27996	Direct
2022-03-02	CLASS A COMMON STOCK	F	316	$73.46	Disposed	27680	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. On March 1, 2022, pursuant to the Issuer's 2015 Incentive Award Plan, as amended (the "Incentive Plan"), Mr. Koff was awarded restricted stock units that represent 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, 2023, March 1, 2024, March 1, 2025, and March 1, 2026, subject to Mr. Koff's continued service with the Issuer.

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 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.

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 1, 2019 pursuant to the Issuer's 2015 Incentive Award Plan.

F4: 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 2, 2020 pursuant to the Issuer's 2015 Incentive Award Plan.