Sec Form 4 Filing - GARUTTI RANDALL J @ Shake Shack Inc. - 2017-05-25

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
GARUTTI RANDALL J
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
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O SHAKE SHACK INC., 24 UNION SQUARE EAST, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/25/2017
(Street)
NEW YORK, NY10003
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/25/2017 C 8,000 ( 1 ) A $ 0 ( 1 ) 18,961 D
CLASS A COMMON STOCK 05/25/2017 S 8,000 ( 2 ) D $ 37.9556 ( 3 ) ( 4 ) 10,961 D
CLASS B COMMON STOCK 05/25/2017 J 8,000 D $ 0 ( 5 ) 701,051 D
CLASS B COMMON STOCK 55,972 ( 6 ) I BY TRUST ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Num ber 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Membership Interests ( 7 ) 05/25/2017 C 8,000 ( 7 ) ( 7 ) CLASS A COMMON STOCK 8,000 $ 0 701,051 D
Common Membership Interests ( 7 ) ( 7 ) ( 7 ) CLASS A COMMON STOCK 55,972 55,972 ( 8 ) I BY TRUST ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GARUTTI RANDALL J
C/O SHAKE SHACK INC.
24 UNION SQUARE EAST, 5TH FLOOR
NEW YORK, NY10003
X X Chief Executive Officer
RANDALL J. GARUTTI GST TRUST DATED 12/30/2014
C/O SHAKE SHACK INC.,
24 UNION SQUARE EAST, 5TH FLOOR
NEW YORK, NY10003
X
GARUTTI MARIA L
C/O SHAKE SHACK INC.
24 UNION SQUARE EAST, 5TH FLOOR
NEW YORK, NY10003
X
GARUTTI RONALD J JR
C/O SHAKE SHACK INC.,
24 UNION SQUARE EAST, 5TH FLOOR
NEW YORK, NY10003
X
Signatures
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Randall J. Garutti 05/30/2017
Signature of Reporting Person Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Maria L. Garutti 05/30/2017
Signature of Reporting Person Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for The Randall J. Garutti 2014 GST Trust 05/30/2017
Signature of Reporting Person Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Ronald J. Garutti, Jr. 05/30/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon a redemption of an equal number of common membership interests in SSE Holdings, LLC (the "LLC Interests"). The LLC Interests are redeemable for an equal number of shares of Class A Stock, or, at the election of the Issuer, cash equal to the volume-weighted average prices of such shares.
( 2 )Represents shares of Class A Stock that were disposed of by Mr. Garutti pursuant to a 10b5-1 trading plan entered into on August 23, 2016 and modified on March 6, 2017.
( 3 )The transaction was executed in multiple trades at prices ranging from $37.8200 to $38.2000. The price reported above reflects the weighted average sales price.
( 4 )Each 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 )Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock ("Class B Stock") are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Stock of the Issuer.
( 6 )Represents shares of Class B Stock of the Issuer held by The Randall J. Garutti 2014 GS Trust (the "Trust"). Ronald Garutti Jr., the brother of Randall Garutti, and Maria Garutti, the wife of Randall Garutti, are trustees of the Trust. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
( 7 )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 price of such shares. The LLC Interests have no expiration date.
( 8 )Represents LLC Interests held by the Trust. Each Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.

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.