SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Meyer Daniel Harris

(Last)

(First)

(Middle)

C/O SHAKE SHACK INC.

24 UNION SQUARE EAST, 5TH FLOOR

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2016

4. If Amendment, Date of 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

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	11/30/2016		C		95,238⁽¹⁾	A	$0⁽¹⁾	95,238⁽²⁾⁽³⁾	I	BY LLC⁽²⁾⁽³⁾
CLASS A COMMON STOCK	12/01/2016		S		89,338	D	$36.56⁽⁴⁾⁽⁵⁾	5,900⁽²⁾⁽³⁾	I	BY LLC⁽²⁾⁽³⁾
CLASS A COMMON STOCK	12/01/2016		S		5,900	D	$37.188⁽⁵⁾⁽⁶⁾	0⁽²⁾⁽³⁾	I	BY LLC⁽²⁾⁽³⁾
CLASS B COMMON STOCK	11/30/2016		J		95,238	D	$0⁽⁷⁾	0⁽⁸⁾⁽⁹⁾	I	By LLC⁽⁸⁾⁽⁹⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Membership Interests	⁽¹⁰⁾	11/30/2016		C			95,238	⁽¹⁰⁾	⁽¹⁰⁾	CLASS A COMMON STOCK	95,238	$0⁽¹⁰⁾	0⁽¹¹⁾⁽¹²⁾	I	By LLC⁽¹¹⁾⁽¹²⁾

Explanation of Responses:

1. Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon redemption of an equal number of common membership interests in SSE Holdings, LLC (the "LLC Interests"). 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.

2. Represents shares of Class A Stock of the Issuer held by Union Square Hospitality Group, LLC ("USHG"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. In addition, the Reporting Person holds 1,280,318 shares of Class A Stock through the Daniel H. Meyer Investment Trust d/t/d 5/15/92 (the "Investment Trust"). The Reporting Person is the grantor, trustee and beneficiary of the Investment Trust. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. The transaction was executed in multiple trades at prices ranging from $36.0400 to $37.0300. The price reported above reflects the weighted average sales price.

5. 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 transaction was effected.

6. The transaction was executed in multiple trades at prices ranging from $37.0400 to $37.5100. The price reported above reflects the weighted average sales price.

7. 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.

8. Represents shares of Class B Stock held by USHG. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

9. In addition, the Reporting Person holds 1,270,136 shares of Class B Stock directly and 2,690,263 shares of Class B Stock indirectly through Gramercy Tavern Corp. ("GT"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. In addition, 590,921 shares of Class B Stock are held by the Daniel Meyer 2010 Gift Trust (the "Gift Trust"), of which the Reporting Person's spouse is a trustee and beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

10. 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.

11. Represents LLC Interests held by USHG.

12. In addition, the Reporting Person holds 1,270,136 LLC Interests directly and 2,690,263 LLC Interests indirectly through GT. The Reporting Person disclaims beneficial ownership of such LLC Interests except to the extent of his pecuniary interest therein. In addition, 590,921 LLC Interests are held by the Gift Trust. The Reporting Person disclaims beneficial ownership of such LLC Interests except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Daniel Harris Meyer .	12/02/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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