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*
Flug Jeffrey

(Last) (First) (Middle)
C/O SHAKE SHACK INC.
24 UNION SQUARE EAST, 5TH FLOOR

(Street)
NEW YORK NY 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)
05/08/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
CLASS A COMMON STOCK 05/08/2017 S 35,000 D $37.741(1)(2) 150,000 I BY TRUST(3)
CLASS A COMMON STOCK 05/09/2017 S 25,000 D $36.5599(2)(4) 125,000 I BY TRUST(3)
CLASS A COMMON STOCK 05/10/2017 S 25,000 D $36.478(2)(5) 100,000 I BY TRUST(3)
CLASS A COMMON STOCK 3,240(6) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Flug Jeffrey

(Last) (First) (Middle)
C/O SHAKE SHACK INC.
24 UNION SQUARE EAST, 5TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FLUG 2012 GS TRUST U/A/D 9/4/12

(Last) (First) (Middle)
C/O SHAKE SHACK INC.,
24 UNION SQUARE EAST, 5TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FLUG KENNETH

(Last) (First) (Middle)
C/O SHAKE SHACK INC.,
24 UNION SQUARE EAST, 5TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FLUG SHERYL H

(Last) (First) (Middle)
C/O SHAKE SHACK INC.
24 UNION SQUARE EAST, 5TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
Explanation of Responses:
1. The transaction was executed in multiple trades as prices ranging from 35.6000 to 36.1200. The price reported above reflects their average sales price.
2. 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.
3. Represents shares of Class A Common Stock ("Class A Stock") of the Issuer held by the Flug 2012 GS Trust U/A/D 9/4/12 (the "Trust"). Kenneth Flug, the brother of Jeffrey Flug, and Sheryl Flug, the wife of Jeffrey Flug, are 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.
4. The transaction was executed in multiple trades at prices ranging from $36.1100 to $36.7900. The price reported above reflects the weighted average sales price.
5. The transaction was executed in multiple trades at prices ranging from $36.2600 to $36.8400. The price reported above reflects the weighted average sales price.
6. Jeffrey Flug's prior filings inadvertently reported 15,000 shares of Class A Stock as held directly, rather than held indirectly by the Trust. This Form 4 reflects the Trust's holdings of those 15,000 shares.
Remarks:
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Jeffrey Flug 05/10/2017
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Flug 2012 GS Trust U/A/D 9/4/12 05/10/2017
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Kenneth Flug 05/10/2017
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Sheryl Flug 05/10/2017
** 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).
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