Sec Form 4 Filing - Meyer Daniel Harris @ Shake Shack Inc. - 2019-09-05

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 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) 09/05/2019 (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 08/22/2019 G( 1 ) V 15,700 D $ 0 143,847 ( 2 ) I By Trust ( 3 ) CLASS A COMMON STOCK 09/05/2019 J( 4 ) 1,230,885 A 1,374,732 I By Trust ( 3 ) CLASS A COMMON STOCK 09/05/2019 J( 4 ) 1,230,885 D 1,305,306 I By Trust ( 6 ) Class A Common Stock, par value $0.001 per share 380 D CLASS B COMMON STOCK 09/05/2019 J( 4 ) 1,270,136 D 0 I BY TRUST ( 3 ) Class B Common Stock, par value $0.001 per share 09/05/2019 J( 4 ) 1,270,136 A 1,861,057 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. 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 ) 09/05/2019 J( 4 ) 1,270,136 ( 7 ) ( 7 ) CLASS A COMMON STOCK 1,270,136 $ 0 ( 7 ) 0 I By Trust ( 3 ) Common Membership Interests ( 7 ) 09/05/2019 J( 4 ) 1,270,136 ( 7 ) ( 7 ) CLASS A COMMON STOCK 1,270,136 $ 0 ( 7 ) 1,861,057 I BY TRUST ( 6 )

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. 09/09/2019 Signature of Reporting Person Date /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Audrey H. Meyer 09/09/2019 Signature of Reporting Person Date /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Michael C. McQuinn 09/09/2019 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 09/09/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Comprised of four separate charitable gift transactions exempt under Rule 16b-5. ( 2 )Includes 1,032 shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") transferred from Daniel H. Meyer to the Daniel H. Meyer Investment Trust dated 5/15/92 (the "Investment Trust") after lapse of restrictions on prior restricted stock unit grants. Transfers reflect no change in beneficial ownership or pecuniary interest and are exempt under Rule 16a-13. ( 3 )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. ( 4 )On September 5, 2019, the Investment Trust and the Daniel H. Meyer Gift Trust dtd 10/31/12 (the "Gift Trust") entered into an Exchange Agreement (the "Exchange Agreement"), pursuant to which (i) the Investment Trust transferred 1,270,136 LLC Interests and 1,270,136 shares of Class B Common Stock ("Class B Stock") of the Issuer to the Gift Trust and (ii) the Gift Trust transferred 1,230,885 shares of Class A Stock of the Issuer to the Investment Trust. ( 5 )Under the Exchange Agreement, a discount was applied to the value of the common membership interests in SSE Holdings, LLC (the "LLC Interests") and Class B Stock of the Issuer resulting from the time required to redeem LLC Interests for Class A Stock of the Issuer. See footnote 7 below. ( 6 )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 such Reporting Person's pecuniary interest therein. ( 7 )Represents LLC Interests which are redeemable (subject to certain waiting periods) for an equal number of shares of 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.

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.