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*
GARUTTI RANDALL J

(Last) (First) (Middle)
C/O SHAKE SHACK INC.
225 VARICK STREET, SUITE 301

(Street)
NEW YORK NY 10014

(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
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2019
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 10/01/2019 M(1) 60,000 A $21 90,702 D
CLASS A COMMON STOCK 10/01/2019 S(1) 47,190 D $93.2822(2)(3) 43,512 D
CLASS A COMMON STOCK 10/01/2019 S(1) 6,510 D $94.0378(3)(4) 37,002 D
CLASS A COMMON STOCK 10/01/2019 S(1) 2,000 D $95.2161(3)(5) 35,002 D
CLASS A COMMON STOCK 10/01/2019 S(1) 1,299 D $96.1819(3)(6) 33,703 D
CLASS A COMMON STOCK 10/01/2019 S(1) 2,811 D $97.1812(3)(7) 30,892 D
CLASS A COMMON STOCK 10/01/2019 S(1) 190 D $97.9266(3)(8) 30,702 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
Stock Option (Right to Buy) $21 10/01/2019 M 60,000 (9) 01/29/2025 CLASS A COMMON STOCK 60,000 $0 565,000 D
1. Name and Address of Reporting Person*
GARUTTI RANDALL J

(Last) (First) (Middle)
C/O SHAKE SHACK INC.
225 VARICK STREET, SUITE 301

(Street)
NEW YORK NY 10014

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GARUTTI MARIA L

(Last) (First) (Middle)
C/O SHAKE SHACK INC.
225 VARICK STREET, SUITE 301

(Street)
NEW YORK NY 10014

(City) (State) (Zip)
Explanation of Responses:
1. The transactions reflected in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan that was adopted by Mr. Garutti on August 7, 2019.
2. The transaction was executed in multiple trades at prices ranging from $92.6950 to $93.6949. The price reported above reflects the weighted average sales price.
3. 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.
4. The transaction was executed in multiple trades at prices ranging from $93.6950 to $94.6949. The price reported above reflects the weighted average sales price.
5. The transaction was executed in multiple trades at prices ranging from $94.6950 to $95.6949. The price reported above reflects the weighted average sales price.
6. The transaction was executed in multiple trades at prices ranging from $95.6950 to $96.6949. The price reported above reflects the weighted average sales price.
7. The transaction was executed in multiple trades at prices ranging from $96.6950 to $97.6949. The price reported above reflects the weighted average sales price.
8. The transaction was executed in multiple trades at prices ranging from $97.6950 to $97.9300. The price reported above reflects the weighted average sales price.
9. An option to purchase 685,000 shares of Class A Common Stock of Shake Shack Inc. (the "Issuer") at $21 per share was granted to Mr. Garutti on January 29, 2015. 137,000 options vested on each of January 29, 2016, January 29, 2017, January 29, 2018 and January 29, 2019, and 137,000 options will vest on January 29, 2020, subject to Mr. Garutti's continued service with the Issuer.
Remarks:
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Randall J. Garutti 10/03/2019
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Maria L. Garutti 10/03/2019
** 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).
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