SEG Partners Offshore Master Fund 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

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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^*

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2015

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	12/14/2015		S		4,505	D	$40.46	326,363	I	See Footnotes(1)(2)
Class A Common Stock, par value $0.001 per share	12/14/2015		S		16,915	D	$40.46	1,224,450	I	See Footnotes(1)(3)
Class A Common Stock, par value $0.001 per share	12/14/2015		S		28,580	D	$40.46	2,069,922	I	See Footnotes(1)(4)
Class A Common Stock, par value $0.001 per share	12/15/2015		S		4,505	D	$40.82	321,858	I	See Footnotes(1)(2)
Class A Common Stock, par value $0.001 per share	12/15/2015		S		16,915	D	$40.82	1,207,535	I	See Footnotes(1)(3)
Class A Common Stock, par value $0.001 per share	12/15/2015		S		28,580	D	$40.82	2,041,342	I	See Footnotes(1)(4)

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 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.

Remarks:

List of Exhibits Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Select Equity Group, L.P. ("Select Equity Group"), the SEG Funds (as defined below) and George S. Loening may be deemed to be directors-by-designation by virtue of their right to designate a member of the board of directors of the Issuer. Select Equity Group, the SEG Funds and George S. Loening have designated Evan C. Guillemin as a member of the board of directors of Shake Shack Inc. ("Shake Shack").

	SELECT EQUITY GROUP, L.P., By: Select Equity GP, LLC, its general partner, By: /s/ George Loening	12/16/2015
	** 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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