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Filing Details

Accession Number:: 0001620533-19-000090
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-07-29 20:56:59
Reporting Period:: 2019-07-26

Accepted Time:: 2019-07-29 20:56:59
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1620533	Shake Shack Inc.	SHAK	Retail-Eating & Drinking Places (5810)	471941186

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1632017	J Randall Garutti	C/O Shake Shack Inc. 225 Varick Street, Suite 301 New York NY 10014	Chief Executive Officer	Yes	Yes	Yes	No
1633809	12/30/2014 Dated Trust Gst Garutti J. Randall	C/O Shake Shack Inc., 225 Varick Street, Suite 301 New York NY 10014		No	No	Yes	No
1633954	Jr J Ronald Garutti	C/O Shake Shack Inc., 225 Varick Street, Suite 301 New York NY 10014		No	No	Yes	No
1633960	L Maria Garutti	C/O Shake Shack Inc. 225 Varick Street, Suite 301 New York NY 10014		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
Class A Common Stock	Acquisiton	2019-07-26	50,000	$0.00	73,555	No	4	C	Direct
Class A Common Stock	Disposition	2019-07-26	37,523	$74.05	36,032	No	4	S	Direct
Class A Common Stock	Disposition	2019-07-26	12,377	$74.82	23,655	No	4	S	Direct
Class A Common Stock	Disposition	2019-07-26	100	$75.53	23,555	No	4	S	Direct
Class B Common Stock	Disposition	2019-07-26	50,000	$0.00	254,051	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	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	Common Membership Interests	Disposition	2019-07-26	50,000	$0.00	50,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
254,051			No	4	C	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class B Common Stock	55,972	Indirect	BY TRUST

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	Common Membership Interests	$0.00			55,972	55,972	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	55,972	55,972	Indirect

Footnotes

Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon a redemption of an equal number of common membership interests in SSE Holdings, LLC (the "LLC Interests").
The Form 4 filing made on June 28, 2019 by the Reporting Persons incorrectly reflected an acquisition of 75,000 shares of Class A Stock of the Issuer, but only 25,000 shares of Class A Stock were acquired. This amount reflects the number of shares of Class A Stock of the Issuer beneficially owned by the Reporting Persons following the reported transaction.
Represents shares of Class A Stock of the Issuer that were disposed of by Mr. Garutti pursuant to a 10b5-1 trading plan entered into on May 24, 2019.
The transaction was executed in multiple trades at prices ranging from $73.5050 to $74.5049. The price reported above reflects the weighted average sales price.
Each 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 transaction was effected.
The transaction was executed in multiple trades at prices ranging from $74.5050 to $75.5049. The price reported above reflects the weighted average sales price.
The transaction was executed in multiple trades at prices ranging from $75.5050 to $75.5300. 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 of the Issuer.
The Form 4 filing made on June 28, 2019 by the Reporting Persons incorrectly reflected a disposition of 75,000 shares of Class B Stock of the Issuer, but only 25,000 shares of Class B Stock of the Issuer were disposed of. This amount reflects the number of shares of Class B Stock of the Issuer beneficially owned by the Reporting Persons following the reported transaction.
Represents shares of Class B Stock of the Issuer held by The Randall J. Garutti 2014 GST Trust (the "Trust"). Ronald Garutti Jr., the brother of Randall Garutti, and Maria Garutti, the wife of Randall Garutti, are the trustees of the Trust. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.
Represents LLC Interests redeemable for an equal number of shares of the Issuer's 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.
The Form 4 filing made on June 28, 2019 by the Reporting Persons incorrectly reflected a redemption of 75,000 LLC Interests when only 25,000 LLC Interests were redeemed. This amount reflects the number of LLC Interests beneficially owned by the Reporting Persons following the reported transaction.
Represents LLC Interests held by the Trust. Each Reporting Person disclaims beneficial ownership of such interests except to the extent of such Reporting Person's pecuniary interest therein.