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Filing Details

Accession Number:: 0001620533-16-000217
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-05-23 17:25:17
Reporting Period:: 2016-05-19

Filing Date:: 2016-05-23
Accepted Time:: 2016-05-23 17:25:17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1620533	Shake Shack Inc.	SHAK	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1396917	Jeffrey Flug	C/O Shake Shack Inc. 24 Union Square East, 5Th Floor New York NY 10003		Yes	No	Yes	No
1633992	Gulf Five Llc	C/O Shake Shack Inc. 24 Union Square East, 5Th Floor New York NY 10003		No	No	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	2016-05-19	300,000	$0.00	350,000	No	4	C	Indirect	BY LLC
Class A Common Stock	Disposition	2016-05-20	25,000	$34.75	325,000	No	4	S	Indirect	BY LLC
Class A Common Stock	Disposition	2016-05-23	25,000	$34.97	300,000	No	4	S	Indirect	BY LLC
Class B Common Stock	Disposition	2016-05-19	300,000	$0.00	214,822	No	4	J	Indirect	BY LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	BY LLC
No	4	S	Indirect	BY LLC
No	4	S	Indirect	BY LLC
No	4	J	Indirect	BY LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Common Membership Interests	Disposition	2016-05-19	300,000	$0.00	300,000	$0.00
Class A Common Stock	Stock Option (Right to Buy)	Acquisiton	2016-05-19	3,405	$0.00	3,405	$34.62

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
214,822			No	4	C	Indirect
3,405	2017-05-19	2026-05-19	No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	33,240	Direct

Footnotes

Shares obtained upon redemption of common membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer").
Represents shares of Class A Stock held by Gulf Five LLC, of which 50,000 are held pursuant to a 10b5-1 trading plan entered into by Gulf Five LLC on December 16, 2015. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
The transaction was executed in multiple trades at prices ranging from $34.3298 to $35.0400. The price reported above reflects the weighted average sales price.
The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactionwas effected.
The transaction was executed in multiple trades at prices ranging from $34.9500 to $35.0200. The price reported above reflects the weighted average sales price.
Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock ("Class B Stock") are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Stock.
Represents shares of Class B Common Stock held by Gulf Five LLC. Mr. Flug disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
The common membership interests of SSE Holdings, LLC (the "LLC Interests") are redeemable for an equal number of shares of Class A 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.
Represents LLC Interests held by Gulf Five LLC. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.
Additionally, 922,574 LLC Interests are held by the Trust, of which the Reporting Person's spouse is a trustee and beneficiary. The Reporting Person disclaims beneficial ownership of such LLC Interests, except to the extent of his pecuniary interest therein.
This option vests in full on May 19, 2017, subject to the Reporting Person's continued service with the Issuer.