X0306 4 2016-03-09 0 0001620533 Shake Shack Inc. SHAK 0001531051 Green Equity Investors VI, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001531059 Green Equity Investors Side VI, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001632074 Green VI Holdings, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001632071 GEI Capital VI, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001175523 LEONARD GREEN PARTNERS LP 11111 SANTA MONICA BLVD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001175525 LGP MANAGEMENT INC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001632725 PERIDOT COINVEST MANAGER LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001568925 LGP Malted Coinvest LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 Class A Common Stock 2016-03-09 4 C 0 87640 0.00 A 200218 D Class A Common Stock 2016-03-09 4 C 0 6560 0.00 A 6560 D Class A Common Stock 2016-03-09 4 S 0 29179 36.02 D 171039 D Class A Common Stock 2016-03-09 4 S 0 2130 36.02 D 4430 D Class A Common Stock 2016-03-09 4 S 0 17391 36.02 D 2680396 D Class A Common Stock 2016-03-09 4 S 0 779 36.47 D 170260 D Class A Common Stock 2016-03-09 4 S 0 57 36.47 D 4373 D Class A Common Stock 2016-03-09 4 S 0 464 36.47 D 2679932 D Class A Common Stock 2016-03-10 4 S 0 27142 35.01 D 143118 D Class A Common Stock 2016-03-10 4 S 0 1981 35.01 D 2392 D Class A Common Stock 2016-03-10 4 S 0 16177 35.01 D 2663755 D Class A Common Stock 2016-03-10 4 S 0 2817 35.80 D 140301 D Class A Common Stock 2016-03-10 4 S 0 205 35.80 D 2187 D Class A Common Stock 2016-03-10 4 S 0 1678 35.80 D 2662077 D Class B Common Stock 2016-03-09 4 C 0 87640 D Class A Common Stock 87640 4326266 D Class B Common Stock 2016-03-09 4 C 0 6560 D Class A Common Stock 6560 323828 D Employee Stock Option (right to buy) 21.00 2016-01-29 2025-01-29 Class A Common Stock 8251 8251 I See footnote Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of the Issuer issued to Green Equity Investors VI, L.P. ("GEI VI"). The shares were issued in exchange for an equivalent number of shares of Class B common stock, par value $0.001 per share ("B-Common") of the Issuer and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC, tendered to the Issuer pursuant to the exchange right described in note 18 to this Form 4. GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("GEI Side VI"). Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Malted Coinvest LLC ("Malted"), and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. Each of GEI VI, GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings, 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 some or all of the A-Common owned by GEI VI, GEI Side VI, or Malted, or the B-Common and LLC Interests owned by GEI VI and Malted (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder. Each of GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Represents shares of A-Common issued to Malted. The shares reported on this row were issued to Malted in exchange for an equivalent number of shares of B-Common and LLC Interests tendered to the Issuer pursuant to the exchange right described in note 18 to this Form 4. Each of GEI VI, GEI Side VI, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Malted, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Represents shares sold by GEI VI. This transaction was executed in multiple trades at prices ranging from $35.41 to $36.40. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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. Represents shares sold by Malted. Represents shares owned by Malted. Represents shares sold by GEI Side VI. Represents shares owned by GEI Side VI. Each of GEI VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. This transaction was executed in multiple trades at prices ranging from $36.41 to $36.68. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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. This transaction was executed in multiple trades at prices ranging from $34.55 to $35.48. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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. This transaction was executed in multiple trades at prices ranging from $35.60 to $36.32. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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. 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). Represents shares paired with LLC Interests on a one-to-one basis by GEI VI and exchanged for shares of A-Common. Not applicable. Represents shares paired with LLC Interests on a one-to-one basis by Malted and exchanged for shares of A-Common. These options vested on January 29, 2016. 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 LGP. LGP 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 such options. Mr. Jonathan D. Sokoloff is a member of the board of directors of the Issuer, and he is also a limited partner of LGP, which is an affiliate of LGPM, Peridot, Capital, Holdings, GEI VI, GEI Side VI, and Malted (the "LGP Entities"). Accordingly, Mr. Sokoloff may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. /s/ADRIAN J. MAIZEY, Chief Operating Officer and Secretary, GEI Capital VI, LLC, the General Partner of Green Equity Investors VI, L.P. 2016-03-11 /s/ADRIAN J. MAIZEY, Chief Operating Officer and Secretary, GEI Capital VI, LLC, the General Partner of Green Equity Investors Side VI, L.P. 2016-03-11 /s/ADRIAN J. MAIZEY, Chief Operating Officer and Secretary, Green VI Holdings, LLC 2016-03-11 /s/ADRIAN J. MAIZEY, Chief Operating Officer and Secretary, GEI Capital VI, LLC 2016-03-11 /s/ADRIAN J. MAIZEY, Chief Operating Officer and Secretary, LGP Management, Inc., the General Partner of Leonard Green & Partners, L.P 2016-03-11 /s/ADRIAN J. MAIZEY, Chief Operating Officer and Secretary, LGP Management, Inc. 2016-03-11 /s/ADRIAN J. MAIZEY, Chief Operating Officer and Secretary, LGP Management, Inc., the General Partner of Leonard Green & Partners, L.P., the Manager of Peridot Coinvest Manager LLC 2016-03-11 /s/ADRIAN J. MAIZEY, Chief Operating Officer and Secretary, LGP Management, Inc., the General Partner of Leonard Green & Partners, L.P., the Manager of Peridot Coinvest Manager LLC, the Manager of LGP Malted Coinvest LLC 2016-03-11