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Filing Details

Accession Number:: 0001209191-16-149931
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-11-14 18:25:39
Reporting Period:: 2016-11-10

Filing Date:: 2016-11-14
Accepted Time:: 2016-11-14 18:25:39
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
1175522	D Jonathan Sokoloff	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025		Yes	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	Disposition	2016-11-10	5,798	$36.51	2,617,182	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2016-11-10	15,001	$37.30	2,602,181	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2016-11-10	28,007	$38.36	2,574,174	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2016-11-10	1,194	$38.82	2,572,980	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2016-11-11	14,079	$36.59	2,558,901	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2016-11-11	35,921	$37.79	2,522,980	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Employee Stock Option (right to buy)	$34.62	2017-05-19	2026-05-19	2,003	10,254	Direct
Class A Common Stock	Employee Stock Option (right to buy)	$21.00	2016-01-29	2025-01-29	8,251	10,254	Direct
Class A Common Stock	Class B Common Stock	$0.00			0	2,671,904	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2026-05-19	2,003	10,254	Direct
2025-01-29	8,251	10,254	Direct
	0	2,671,904	Indirect

Footnotes

Represents shares of Class A common stock, par value $0.001 per share ("A-Common") sold by Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), and LGP Malted Coinvest LLC ("Malted"). Of the shares of A-Common sold, 3,474 were sold by GEI VI, 2,070 were sold by GEI Side VI, and 254 were sold by Malted. GEI VI's, GEI Side VI's, and Malted's A-Common, together with GEI VI's and Malted's B-Common and LLC Interests, are collectively referred to herein as the "Equity Interests."
This transaction was executed in multiple trades at prices ranging from $35.80 to $36.79. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 683,190 are owned by GEI VI, 1,888,752 are owned by GEI Side VI, and 45,240 are owned by Malted.
Mr. Sokoloff directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by GEI VI, GEI Side VI, and Malted. Mr. Sokoloff disclaims beneficial ownership of the shares owned by each of GEI VI, GEI Side VI, and Malted, except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 8,988 were sold by GEI VI, 5,357 were sold by GEI Side VI, and 656 were sold by Malted.
This transaction was executed in multiple trades at prices ranging from $36.80 to $37.78. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 674,202 are owned by GEI VI, 1,883,395 are owned by GEI Side VI, and 44,584 are owned by Malted.
Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 16,781 were sold by GEI VI, 10,001 were sold by GEI Side VI, and 1,225 were sold by Malted.
This transaction was executed in multiple trades at prices ranging from $37.80 to $38.80. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 657,421 are owned by GEI VI, 1,873,394 are owned by GEI Side VI, and 43,359 are owned by Malted.
Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 715 were sold by GEI VI, 427 were sold by GEI Side VI, and 52 were sold by Malted.
This transaction was executed in multiple trades at prices ranging from $38.80 to $38.90. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 656,706 are owned by GEI VI, 1,872,967 are owned by GEI Side VI, and 43,307 are owned by Malted.
Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 8,436 were sold by GEI VI, 5,028 were sold by GEI Side VI, and 615 were sold by Malted.
This transaction was executed in multiple trades at prices ranging from $36.21 to $37.21. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 648,270 are owned by GEI VI, 1,867,939 are owned by GEI Side VI, and 42,692 are owned by Malted.
Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 21,523 were sold by GEI VI, 12,827 were sold by GEI Side VI, and 1,571 were sold by Malted.
This transaction was executed in multiple trades at prices ranging from $37.21 to $38.10. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 626,747 are owned by GEI VI, 1,855,112 are owned by GEI Side VI, and 41,121 are owned by Malted.
These options will vest on May 19, 2017.
The options reported on this row were granted in respect of Mr. Sokoloff's service on the Issuer's board of directors and are held by Mr. Sokoloff for the benefit of Leonard Green & Partners, L.P. Of the 10,254 options reported, 8,251 vested on January 29, 2016 and 2,003 will vest on May 19,2017.
These options vested on January 29, 2016.
Pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, shares of B-Common can be paired with LLC Interests on a one-to-one basis and tendered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election).
Not applicable.
Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 2,485,837 are owned by GEI VI and 186,067 are owned by Malted.
Mr. Sokoloff directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests. Mr. Sokoloff disclaims beneficial ownership of the Equity Interests held by each of GEI VI, GEI Side VI, and Malted except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.