Seg Partners Ii L P Form 4 Shake Shack / George S Loening ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
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hours per response:	0.5

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^*

Select Equity Group, L.P.

(Last) (First) (Middle)

380 LAFAYETTE STREET

6TH 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2017

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, par value $0.001 per share	11/03/2017		S		4,769	D	$36.9074(1)	157,488	I	See Footnotes(3)(4)
Class A Common Stock	11/03/2017		S		8,541	D	$36.3781(2)	148,947	I	See Footnotes(3)(4)
Class A Common Stock	11/03/2017		S		13,371	D	$36.9074(1)	552,991	I	See footnotes(3)(5)
Class A Common Stock	11/03/2017		S		23,949	D	$36.3781(2)	529,042	I	See footnotes(3)(5)
Class A Common Stock								49,275	I	See footnotes(3)(6)

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^*

Select Equity Group, L.P.

(Last) (First) (Middle)

380 LAFAYETTE STREET

6TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEG PARTNERS L P

(Last) (First) (Middle)

C/O SELECT EQUITY GROUP

380 LAFAYETTE STREET

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEG PARTNERS II L P

(Last) (First) (Middle)

C/O SELECT EQUITY GROUP

380 LAFAYETTE STREET

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEG Partners Offshore Master Fund, Ltd.

(Last) (First) (Middle)

C/O SELECT EQUITY GROUP

380 LAFAYETTE STREET

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Loening George S

(Last) (First) (Middle)

C/O SELECT EQUITY GROUP

380 LAFAYETTE STREET

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

Explanation of Responses:

1. See Exhibit 99.1.

2. See Exhibit 99.1.

3. See Exhibit 99.1.

4. See Exhibit 99.1.

5. See Exhibit 99.1.

6. See Exhibit 99.1.

Remarks:

List of Exhibits Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures

	SELECT EQUITY GROUP, L.P., By: Select Equity GP, LLC, its general partner, By: /s/ George S. Loening	11/07/2017
	** 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).
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