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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

Check the appropriate box to designate the rule pursuant to which this Schedule 13G
is filed:

[   ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[   ] Rule 13d-1(d)

*The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).

 **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.

___________________________

**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.

SIGNATURE

               After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.

Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)