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Filing Details

Accession Number:: 0001209191-16-150690
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-11-16 18:55:55
Reporting Period:: 2016-11-14

Filing Date:: 2016-11-16
Accepted Time:: 2016-11-16 18:55:55
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	2016-11-14	25,331	$38.41	2,497,649	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2016-11-14	24,669	$38.98	2,472,980	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2016-11-15	48,584	$38.15	2,424,396	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2016-11-15	1,416	$38.72	2,422,980	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2016-11-16	31,943	$36.64	2,391,037	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2016-11-16	18,057	$37.32	2,372,980	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, 15,177 were sold by GEI VI, 9,046 were sold by GEI Side VI, and 1,108 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 $37.76 to $38.75. 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, 611,570 are owned by GEI VI, 1,846,066 are owned by GEI Side VI, and 40,013 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, 14,781 were sold by GEI VI, 8,809 were sold by GEI Side VI, and 1,079 were sold by Malted.
This transaction was executed in multiple trades at prices ranging from $38.76 to $39.45. 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, 596,789 are owned by GEI VI, 1,837,257 are owned by GEI Side VI, and 38,934 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, 29,110 were sold by GEI VI, 17,349 were sold by GEI Side VI, and 2,125 were sold by Malted.
This transaction was executed in multiple trades at prices ranging from $37.63 to $38.62. 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, 567,679 are owned by GEI VI, 1,819,908 are owned by GEI Side VI, and 36,809 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, 849 were sold by GEI VI, 506 were sold by GEI Side VI, and 61 were sold by Malted.
This transaction was executed in multiple trades at prices ranging from $38.63 to $38.92. 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, 566,830 are owned by GEI VI, 1,819,402 are owned by GEI Side VI, and 36,748 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, 19,139 were sold by GEI VI, 11,407 were sold by GEI Side VI, and 1,397 were sold by Malted.
This transaction was executed in multiple trades at prices ranging from $36.14 to $37.13. 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, 547,691 are owned by GEI VI, 1,807,995 are owned by GEI Side VI, and 35,351 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, 10,819 were sold by GEI VI, 6,448 were sold by GEI Side VI, and 790 were sold by Malted.
This transaction was executed in multiple trades at prices ranging from $37.14 to $37.71. 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, 536,872 are owned by GEI VI, 1,801,547 are owned by GEI Side VI, and 34,561 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.