Shake Shack (SHAK) Form 4 Shake Shack / JONATHAN D SOKOLOFF 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

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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^*

SOKOLOFF JONATHAN D

(Last) (First) (Middle)

11111 SANTA MONICA BOULEVARD

SUITE 2000

(Street)

LOS ANGELES CA 90025

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

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2018

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/04/2018		S		171,221(1)	D	$59.74(2)	2,205,940(3)	I	See footnote(4)
Class A Common Stock	09/04/2018		S		28,779(5)	D	$58.76(6)	2,177,161(7)	I	See footnote(4)
Class A Common Stock	09/06/2018		S		35,897(8)	D	$58.18(9)	2,141,264(10)	I	See footnote(4)
Class A Common Stock	09/06/2018		S		14,103(11)	D	$59.01(12)	2,127,161(13)	I	See footnote(4)
Class A Common Stock								1,032(14)	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
Employee Stock Option (right to buy)	$34.62							05/19/2017(15)	05/19/2026	Class A Common Stock	2,003		10,254(16)	D
Employee Stock Option (right to buy)	$21							01/29/2016(15)	01/29/2025	Class A Common Stock	8,251		10,254(16)	D
Class B Common Stock	(17)							(17)	(18)	Class A Common Stock	(17)		1,267,416(19)	I	See footnote(20)

Explanation of Responses:

1. Represents shares of Class A common stock, par value $0.001 per share ("A-Common") sold by Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), and LGP Malted Coinvest LLC ("Malted"). Of the shares of A-Common sold, 102,589 were sold by GEI VI, 61,144 were sold by GEI Side VI, and 7,488 were sold by Malted. GEI VI's, GEI Side VI's, and Malted's A-Common, together with GEI VI's and Malted's B-Common and LLC Interests, are collectively referred to herein as the "Equity Interests."

2. This transaction was executed in multiple trades at prices ranging from $59.15 to $60.13. The price reported reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.

3. Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 899,910 are owned by GEI VI, 1,240,346 are owned by GEI Side VI, and 65,684 are owned by Malted.

4. Mr. Sokoloff 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 the shares owned by GEI VI, GEI Side VI, and Malted. Mr. Sokoloff disclaims beneficial ownership of the shares owned by each of GEI VI, GEI Side VI, and Malted, except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 17,243 were sold by GEI VI, 10,277 were sold by GEI Side VI, and 1,259 were sold by Malted.

6. This transaction was executed in multiple trades at prices ranging from $58.61 to $59.11. The price reported reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.

7. Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 882,667 are owned by GEI VI, 1,230,069 are owned by GEI Side VI, and 64,425 are owned by Malted.

8. Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 21,508 were sold by GEI VI, 12,819 were sold by GEI Side VI, and 1,570 were sold by Malted.

9. This transaction was executed in multiple trades at prices ranging from $57.82 to $58.8. The price reported reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.

10. Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 861,159 are owned by GEI VI, 1,217,250 are owned by GEI Side VI, and 62,855 are owned by Malted.

11. Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 8,450 were sold by GEI VI, 5,036 were sold by GEI Side VI, and 617 were sold by Malted.

12. This transaction was executed in multiple trades at prices ranging from $58.905 to $59.13. The price reported reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.

13. Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 852,709 are owned by GEI VI, 1,212,214 are owned by GEI Side VI, and 62,238 are owned by Malted.

14. Represents shares of A-Common of the Issuer underlying restricted stock units awarded to the reporting person pursuant to the Issuer's 2015 Incentive Award Plan, as amended, and the Issuer's Non-Employee Director Compensation Policy on June 12, 2018 and June 12, 2017. The restricted stock units represent the right to receive shares of A-Common, subject to the reporting person's continued service with the Issuer. Of the 1,032 shares of A-Common reported, 642 are fully vested and 390 will vest on June 12, 2019.

15. These options are fully vested.

16. 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 Leonard Green & Partners, L.P. These options are fully vested.

17. 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).

18. Not applicable.

19. Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 1,181,199 are owned by GEI VI and 86,217 are owned by Malted.

20. Mr. Sokoloff 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 the Equity Interests. Mr. Sokoloff disclaims beneficial ownership of the Equity Interests held by each of GEI VI, GEI Side VI, and Malted except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Andrew Goldberg, attorney-in-fact	09/06/2018
	** Signature of Reporting Person	Date
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