Sheryl H Flug Form 4 Shake Shack / 2012 GS TRUST U/A/D 9/4/12 FLUG 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
Estimated average burden
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^*

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)

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)
03/06/2017

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	03/06/2017		S		20,000(1)	D	$32.2501	180,000(2)	D
CLASS A COMMON STOCK	03/07/2017		S		10,000(1)	D	$32.4916(3)(4)	170,000(2)	D
CLASS B COMMON STOCK								722,574(5)	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
Common Membership Interests	(6)							(6)	(6)	CLASS A COMMON STOCK	722,574		722,574(7)	D

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 SHERYL H

(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)

Explanation of Responses:

1. Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were disposed by the Reporting Person. Sheryl Flug and Kenneth Flug are co-trustees of the Reporting Person, and disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein.

2. Represents shares of Class A Stock of the Issuer held by the Reporting Person.

3. The transaction was executed in multiple trades at prices ranging from $32.3000 to $32.5900. The price reported above reflects the weighted average sales price.

4. The 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.

5. Represents shares of Class B Common Stock ("Class B Stock") of the Issuer held by the Reporting Person. Sheryl Flug and Kenneth Flug are co-trustees of the Reporting Person, and disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein.

6. The common membership interests in SSE Holdings, LLC (the "LLC Interests") are redeemable for an equal number of shares of the Issuer's Class A Stock, or, at the election of the Issuer, cash equal to the volume-weighted average market prices of such shares. The LLC Interests have no expiration date.

7. Represents LLC Interests held by Reporting Person. Sheryl Flug and Kenneth Flug are co-trustees of the Reporting Person, and disclaim beneficial ownership of such LLC Interests, except to the extent of their pecuniary interest there.

Remarks:

	/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Flug 2012 GS Trust U/A/D 9/4/12	03/08/2017
	/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Sheryl Flug	03/08/2017
	/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Kenneth Flug	03/08/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.