Sec Form 4 Filing - Meyer Daniel Harris @ Shake Shack Inc. - 2019-08-16

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

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1. Name and Address of Reporting Person Meyer Daniel Harris 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) _____ Other (specify below) (Last) (First) (Middle) C/O SHAKE SHACK INC., 225 VARICK STREET, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2019 (Street) NEW YORK, NY10014 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 08/16/2019 C( 1 )( 2 )( 3 ) 154,072 ( 1 ) ( 2 ) ( 3 ) A $ 0 ( 1 ) ( 2 ) ( 3 ) 158,515 ( 1 ) ( 2 ) ( 3 ) I By Trust ( 4 ) CLASS A COMMON STOCK 08/16/2019 C( 1 )( 2 )( 3 ) 2,536,191 ( 1 ) ( 2 ) ( 3 ) A $ 0 ( 1 ) ( 2 ) ( 3 ) 2,536,191 ( 1 ) ( 2 ) ( 3 ) I BY TRUST ( 5 ) Class A Common Stock, par value $0.001 per share 1,411 D CLASS B COMMON STOCK 08/16/2019 C( 1 )( 2 )( 3 ) 2,690,263 ( 1 ) ( 2 ) ( 3 ) D $ 0 ( 1 ) ( 2 ) ( 3 ) 0 ( 1 ) ( 2 ) ( 3 ) I By Corp. ( 6 ) Class B Common Stock, par value $0.001 per share 1,270,136 D Class B Common Stock, par value $0.001 per share 590,921 I BY TRUST ( 5 )

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. 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Membership Interests ( 7 ) ( 8 ) 08/16/2019 C 2,690,263 ( 1 ) ( 2 ) ( 3 ) ( 7 )( 8 ) ( 7 )( 8 ) CLASS A COMMON STOCK 2,690,263 $ 0 ( 7 ) ( 8 ) 0 ( 1 ) ( 2 ) ( 3 ) I By Corp. ( 9 ) Common Membership Interests ( 7 ) ( 7 ) ( 7 ) CLASS A COMMON STOCK 1,270,136 1,270,136 D Common Membership Interests ( 7 ) ( 7 ) ( 7 ) CLASS A COMMON STOCK 590,921 590,921 I BY TRUST ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Meyer Daniel Harris C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK, NY10014 X X DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12 C/O SHAKE SHACK INC., 225 VARICK STREET, SUITE 301 NEW YORK, NY10014 X MEYER AUDREY H C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK, NY10014 X McQuinn Michael C C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK, NY10014 X Signatures /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Daniel Harris Meyer. 08/16/2019 Signature of Reporting Person Date /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Audrey H. Meyer 08/16/2019 Signature of Reporting Person Date /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Michael C. McQuinn 08/16/2019 Signature of Reporting Person Date /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12 08/16/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a Stockholders Agreement, dated as of February 4, 2015, as amended, by and among Daniel H. Meyer, the Daniel H. Meyer 2012 Gift Trust dtd 10/31/12 (the "Gift Trust"), other affiliates (collectively, the "Meyer Stockholders") and other signatories party thereto, the Meyer Stockholders have the right to cause all of the shares of Gramercy Tavern Corp. ("GTC") to be exchanged for shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") pursuant to a reorganization under Section 368(a) of the Internal Revenue Code (the "Reorganization"). The Meyer Stockholders made such an election with respect to GTC. ( 2 )To effect the Reorganization, a subsidiary of the Issuer merged with and into GTC, which was then merged with and into the Issuer, resulting in (i) conversion and exchange of shares of GTC for Class A Stock, (ii) cancellation of Class B Common Stock ("Class B Stock") of the Issuer held by GTC, and (iii) transfer of the common membership interests in SSE Holdings, LLC (the "LLC Interests") held by GTC to the Issuer. The Class B Stock and LLC Interests held by GTC were reported as held by each of Daniel H. Meyer and the Gift Trust by virtue of each such Reporting Person's control over GTC and, accordingly, their cancellation and transfer, as applicable, is reported hereon. Mr. Meyer, through Daniel H. Meyer Investment Trust dtd 5/15/92, and the Gift Trust, received 154,072 and 2,536,191 shares of the Issuer's Class A Stock, respectively, in exchange for GTC shares, representing such Reporting Person's 5.727% and 94.273% interest, respectively, in GTC. ( 3 )The reported transactions are exempt under Rule 16b-6(b), 16b-3 and 16b-7 of the Securities Exchange Act of 1934. ( 4 )Mr. Meyer is the grantor, trustee and beneficiary of the Investment Trust. Mr. Meyer disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. ( 5 )Mr. Meyer's spouse, Audrey Meyer, is a co-trustee and beneficiary of the Gift Trust. Mr. McQuinn is the co-trustee. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. ( 6 )Represents the Class B Stock of the Issuer held by each of the Reporting Persons indirectly through GT. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein. ( 7 )Represents LLC Interests which 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. ( 8 )GTC did not redeem the LLC Interests prior to the effective time of the Reorganization. ( 9 )Represents LLC Interests held by each of the Reporting Persons indirectly through GT. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.

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