Edgar Filing: Shake Shack Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SOKOLOFF JONATHAN D

2. Issuer Name and Ticker or Trading Symbol
Shake Shack Inc. [SHAK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2016

(Street)

LOS ANGELES, CA 90025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/06/2016		S		42,661 ⁽¹⁾	D	$ 35.47 ⁽²⁾	2,416,321 ⁽³⁾	I	See footnote ⁽⁴⁾
Class A Common Stock	09/06/2016		S		7,339 ⁽⁵⁾	D	$ 36.2 ⁽⁶⁾	2,408,982 ⁽⁷⁾	I	See footnote ⁽⁴⁾
Class A Common Stock	09/07/2016		S		39,262 ⁽⁸⁾	D	$ 36.35 ⁽⁹⁾	2,369,720 ⁽¹⁰⁾	I	See footnote ⁽⁴⁾
Class A Common Stock	09/07/2016		S		10,738 ⁽¹¹⁾	D	$ 36.87 ⁽¹²⁾	2,358,982 ⁽¹³⁾	I	See footnote ⁽⁴⁾
Class A Common Stock	09/08/2016		S		50,000 ⁽¹⁴⁾	D	$ 36.21 ⁽¹⁵⁾	2,308,982 ⁽¹⁶⁾	I	See footnote ⁽⁴⁾

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 34.62

05/19/2017⁽¹⁷⁾

05/19/2026

Class A Common Stock

2,003

10,254 ⁽¹⁸⁾

Employee Stock Option (right to buy)

$ 21

01/29/2016⁽¹⁹⁾

01/29/2025

Class A Common Stock

8,251

10,254 ⁽¹⁸⁾

Class B Common Stock

⁽²⁰⁾

⁽²¹⁾

Class A Common Stock

⁽²⁰⁾

2,985,902 ⁽²²⁾

See footnote ⁽²³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SOKOLOFF JONATHAN D 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025	X	X

Signatures

/s/ Andrew Goldberg, attorney-in-fact		09/08/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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, 25,561 were sold by GEI VI, 15,234 were sold by GEI Side VI, and 1,866 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."
(2)	This transaction was executed in multiple trades at prices ranging from $35.03 to $35.94. 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.
(3)	Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 458,848 are owned by GEI VI, 1,929,153 are owned by GEI Side VI, and 28,320 are owned by Malted.
(4)	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.
(5)	Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 4,398 were sold by GEI VI, 2,621 were sold by GEI Side VI, and 320 were sold by Malted.
(6)	This transaction was executed in multiple trades at prices ranging from $36.03 to $36.34. 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.
(7)	Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 454,450 are owned by GEI VI, 1,926,532 are owned by GEI Side VI, and 28,000 are owned by Malted.
(8)	Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 23,524 were sold by GEI VI, 14,021 were sold by GEI Side VI, and 1,717 were sold by Malted.
(9)	This transaction was executed in multiple trades at prices ranging from $35.75 to $36.75. 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.
(10)	Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 430,926 are owned by GEI VI, 1,912,511 are owned by GEI Side VI, and 26,283 are owned by Malted.
(11)	Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 6,434 were sold by GEI VI, 3,834 were sold by GEI Side VI, and 470 were sold by Malted.
(12)	This transaction was executed in multiple trades at prices ranging from $36.75 to $37.08. 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.
(13)	Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 424,492 are owned by GEI VI, 1,908,677 are owned by GEI Side VI, and 25,813 are owned by Malted.
(14)	Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 29,959 were sold by GEI VI, 17,855 were sold by GEI Side VI, and 2,186 were sold by Malted.
(15)	This transaction was executed in multiple trades at prices ranging from $35.77 to $36.57. 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.
(16)	Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 394,533 are owned by GEI VI, 1,890,822 are owned by GEI Side VI, and 23,627 are owned by Malted.
(17)	These options will vest on May 19, 2017.
(18)	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.
(19)	These options vested on January 29, 2016.
(20)	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).
(21)	Not applicable.
(22)	Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 2,777,968 are owned by GEI VI and 207,934 are owned by Malted.
(23)	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.
Remarks: Exhibit List: Exhibit 24.1 - Power of Attorney

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