Edgar Filing: Shake Shack Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SWINGHAMER DAVID A

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)

(Last)

(First)

(Middle)

C/O SHAKE SHACK INC., 24 UNION SQUARE EAST, 5TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2015

(Street)

NEW YORK, NY 10003

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CLASS A COMMON STOCK	11/12/2015		C		200,000	A	⁽¹⁾	200,000	D
CLASS A COMMON STOCK	11/13/2015		S		16,400	D	$ 41.3535 ⁽²⁾ ⁽³⁾	183,600	D
CLASS A COMMON STOCK	11/13/2015		S		3,100	D	$ 42.0003 ⁽³⁾ ⁽⁴⁾	180,500	D
CLASS A COMMON STOCK	11/16/2015		S		10,000	D	$ 40.8682 ⁽³⁾ ⁽⁵⁾	170,500	D
CLASS A COMMON STOCK	11/16/2015		S		4,000	D	$ 42.5968 ⁽³⁾ ⁽⁶⁾	166,500	D
CLASS A COMMON STOCK	11/16/2015		S		6,000	D	$ 43.5094 ⁽³⁾ ⁽⁷⁾	160,500	D
CLASS B COMMON STOCK	11/12/2015		J⁽⁸⁾		200,000	D	⁽⁸⁾	607,167	D
CLASS B COMMON STOCK	11/12/2015		J⁽⁸⁾		198,513	D	⁽⁸⁾	20,000	I	BY TRUST ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Membership Interests

⁽¹⁰⁾

11/12/2015

200,000

⁽¹⁰⁾

CLASS A COMMON STOCK

200,000

⁽¹⁰⁾

607,167

Common Membership Interests

⁽¹⁰⁾

11/12/2015

198,513

⁽¹⁰⁾

CLASS A COMMON STOCK

198,513

⁽¹⁰⁾

20,000

BY TRUST ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SWINGHAMER DAVID A C/O SHAKE SHACK INC. 24 UNION SQUARE EAST, 5TH FLOOR NEW YORK, NY 10003		X
DAVID A. SWINGHAMER GRAT C/O SHAKE SHACK INC. 24 UNION SQUARE EAST, 5TH FLOOR NEW YORK, NY 10003		X
Swinghamer Susan 2 DEVEREUX COURT RYE, NY 10580		X

Signatures

/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for David A. Swinghamer		11/16/2015
^**Signature of Reporting Person		Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for David A. Swinghamer GRAT		11/16/2015
^**Signature of Reporting Person		Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Susan Swinghamer		11/16/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares obtained upon redemption of common membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of shares of the Issuer's Class A Common Stock.
(2)	This transaction was executed in multiple trades at prices ranging from $41.0000 to $41.9000. The price reported above reflects the weighted average sale price.
(3)	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.
(4)	This transaction was executed in multiple trades at prices ranging from $42.0000 to $42.0100. The price reported above reflects the weighted average sale price.
(5)	This transaction was executed in multiple trades at prices ranging from $40.5100 to $41.3800. The price reported above reflects the weighted average sale price.
(6)	This transaction was executed in multiple trades at prices ranging from $42.1400 to $43.1000. The price reported above reflects the weighted average sale price.
(7)	This transaction was executed in multiple trades at prices ranging from $43.1800 to $43.7500. The price reported above reflects the weighted average sale price.
(8)	Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Common Stock.
(9)	Held directly by the David A. Swinghamer GRAT, of which Susan Swinghamer, the Reporting Person's wife, is the trustee and beneficiary. Each of David Swinghamer and Susan Swinghamer disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his or her pecuniary interest therein.
(10)	The LLC Interests are redeemable for an equal number of shares of the Issuer's Class A Common Stock or, at the election of the Issuer, cash equal to the volume-weighted average market price of such shares. The LLC Interests have no expiration date.

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