13G Filing: 12 West Capital Management and Shake Shack Inc. (SHAK)

Page 4 of 6 – SEC Filing

Item 4.  Ownership:
(a)  Amount Beneficially Owned: 1,461,662**
(b)  Percent of Class: 5.7%**
(c)  Number of Shares as to which such person has:
(i)  Sole power to vote or to direct the vote: 1,461,662**
(ii)  Shared power to vote or to direct the vote: 0**
(iii)  Sole power to dispose or to direct the disposition of: 1,461,662**
(iv)  Shared power to dispose or to direct the disposition of: 0**

___________________________

**12 West Capital Management LP (“12
West Management
”) serves as the investment manager to 12 West Capital Fund LP, a Delaware limited partnership (“12
West Onshore Fund
”), and 12 West Capital Offshore Fund LP, a Cayman Islands exempted limited partnership (“12
West Offshore Fund
”), and possesses the sole power to vote and the sole power to direct the disposition of all securities
of Shake Shack Inc. (the “Company”) held by 12 West Onshore Fund and 12 West Offshore Fund. Joel Ramin, as
the sole member of 12 West Capital Management, LLC, the general partner of 12 West Management, possesses the voting and dispositive
power with respect to all securities beneficially owned by 12 West Management.

As of May 4, 2017, 12 West Onshore Fund held
857,028 shares of Class A common stock of the Company, par value $0.001 per share (“Common Stock”), and 12
West Offshore Fund held 604,634 shares of Common Stock.

Based on information disclosed in the
Company’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on May 5, 2017, there were
25,757,064 shares of Common Stock outstanding as of April 26, 2017. As a result of the foregoing, for purposes of Reg.
Section 240.13d-3, 12 West Management is deemed to beneficially own 1,461,662 shares of Common Stock, or 5.7% of the Common
Stock deemed issued and outstanding as of May 4, 2017.

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