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Filing Details

Accession Number:: 0001179110-15-002083
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-02-06 19:16:36
Reporting Period:: 2015-01-29

Filing Date:: 2015-02-06
Accepted Time:: 2015-02-06 19:16:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1620533	Shake Shack Inc.	SHAK	Retail-Eating & Drinking Places (5810)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1632031	J Jeffrey Uttz	C/O Shake Shack Inc., 24 Union Square East, 5Th Floor New York NY 10003	Chief Financial Officer	No	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2015-02-04	10,000	$21.00	10,000	No	4	P	Direct
Class B Common Stock	Acquisiton	2015-02-04	197,814	$0.00	197,814	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	STOCK OPTION (RIGHT TO BUY)	Acquisiton	2015-01-29	345,000	$0.00	345,000	$21.00
Class A Common Stock	COMMON MEMBERSHIP INTERESTS	Acquisiton	2015-02-04	197,814	$0.00	197,814	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
345,000		2015-01-29	No	4	A	Direct
197,814			No	4	J	Direct

Footnotes

Represents shares of Class A common stock, par value $0.001 per share (the "Class A Common Stock"), purchased under Shake Shack Inc.'s (the "Issuer") Directed Share Program using personal funds.
Acquired pursuant to a subscription agreement entered into between the Reporting Person and the Issuer in connection with the closing of the Issuer's initial public offering on February 4, 2015 (the "IPO"). One share of the Issuer's Class B common stock, par value $0.001 per share (the "Class B Common Stock"), was issued for each common membership interest in SSE Holdings, LLC (each an "LLC Interest") received pursuant to a reclassification of SSE Holdings, LLC that occurred in connection with the closing of the IPO. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer filed in connection with the IPO, the shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the permitted holders of LLC Interests.
The option vests in five equal annual installments on each of the next five anniversaries of the grant date, subject to the Reporting Person's continued service with the Issuer.
Represents LLC Interests which are redeemable for an equal number of shares of the Issuer's Class A Common Stock or, at the election of the Issuer, cash equal to the volume-weighted average market price of such shares. The LLC Interests have no expiration date.
Issued pursuant to a reclassification of SSE Holdings, LLC that occurred in connection with the closing of the IPO, which reclassification is exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended. The units in SSE Holdings, LLC held by the Reporting Person prior to the reclassification were cancelled as part of the reclassification. The reclassification is further described in the Third Amended and Restated Limited Liability Company Agreement of SSE Holdings, LLC, which was filed with the Securities and Exchange Commission on January 20, 2015 as Exhibit 10.3 to Amendment No. 1 of the Issuer's Registration Statement on Form S-1.