Sec Form 4 Filing - SOKOLOFF JONATHAN D @ Shake Shack Inc. - 2016-06-03

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
SOKOLOFF JONATHAN D
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)
11111 SANTA MONICA BOULEVARD, SUITE 2000
3. Date of Earliest Transaction (MM/DD/YY)
06/03/2016
(Street)
LOS ANGELES, CA90025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 06/03/2016 S 43,610 ( 1 ) D $ 36.96 ( 2 ) 2,721,833 ( 3 ) I See footnote ( 4 )
Class A Common Stock 06/03/2016 S 6,390 ( 5 ) D $ 37.67 ( 6 ) 2,715,443 ( 7 ) I See footnote ( 4 )
Class A Common Stock 06/06/2016 S 42,850 ( 8 ) D $ 36.15 ( 9 ) 2,672,593 ( 10 ) I See footnote ( 4 )
Class A Common Stock 06/06/2016 S 7,150 ( 11 ) D $ 37.01 ( 12 ) 2,665,443 ( 13 ) I See footnote ( 4 )
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
Employee Stock Option (right to buy) $ 34.62 05/19/2017( 14 ) 05/19/2026 Class A Common Stock 2,003 10,254 ( 15 ) D
Employee Stock Option (right to buy) $ 21 01/29/2016( 16 ) 01/29/2025 Class A Common Stock 8,251 10,254 ( 15 ) D
Class B Common Stock ( 17 ) ( 17 ) ( 18 ) Class A Common Stock ( 17 ) 3,613,898 ( 19 ) I See footnote ( 20 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SOKOLOFF JONATHAN D
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA90025
X X
Signatures
/s/ Adrian J. Maizey, attorney-in-fact 06/07/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Class A common stock, par value $0.001 per share ("A-Common") sold by Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), and LGP Malted Coinvest LLC ("Malted"). Of the shares of A-Common sold, 26,130 were sold by GEI VI, 15,573 were sold by GEI Side VI, and 1,907 were sold by Malted. GEI VI's, GEI Side VI's, and Malted's A-Common, together with GEI VI's and Malted's B-Common and LLC Interests, are collectively referred to herein as the "Equity Interests."
( 2 )This transaction was executed in multiple trades at prices ranging from $36.51 to $37.50. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
( 3 )Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 433,914 are owned by GEI VI, 2,262,508 are owned by GEI Side VI, and 25,411 are owned by Malted.
( 4 )Mr. Sokoloff directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by GEI VI, GEI Side VI, and Malted. Mr. Sokoloff disclaims beneficial ownership of the shares owned by each of GEI VI, GEI Side VI, and Malted, except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 5 )Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 3,828 were sold by GEI VI, 2,282 were sold by GEI Side VI, and 280 were sold by Malted.
( 6 )This transaction was executed in multiple trades at prices ranging from $37.51 to $38.17. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
( 7 )Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 430,086 are owned by GEI VI, 2,260,226 are owned by GEI Side VI, and 25,131 are owned by Malted.
( 8 )Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 25,674 were sold by GEI VI, 15,302 were sold by GEI Side VI, and 1,874 were sold by Malted.
( 9 )This transaction was executed in multiple trades at prices ranging from $35.76 to $36.75. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
( 10 )Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 404,412 are owned by GEI VI, 2,244,924 are owned by GEI Side VI, and 23,257 are owned by Malted.
( 11 )Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 4,285 were sold by GEI VI, 2,553 were sold by GEI Side VI, and 312 were sold by Malted.
( 12 )This transaction was executed in multiple trades at prices ranging from $36.78 to $37.19. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
( 13 )Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 400,127 are owned by GEI VI, 2,242,371 are owned by GEI Side VI, and 22,945 are owned by Malted.
( 14 )These options will vest on May 19, 2017.
( 15 )The options reported on this row were granted in respect of Mr. Sokoloff's service on the Issuer's board of directors and are held by Mr. Sokoloff for the benefit of Leonard Green & Partners, L.P. Of the 10,254 options reported, 8,251 vested on January 29, 2016 and 2,003 will vest on May 19,2017.
( 16 )These options vested on January 29, 2016.
( 17 )Pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, shares of B-Common can be paired with LLC Interests on a one-to-one basis and tendered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election).
( 18 )Not applicable.
( 19 )Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 3,362,230 are owned by GEI VI and 251,668 are owned by Malted.
( 20 )Mr. Sokoloff directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests. Mr. Sokoloff disclaims beneficial ownership of the Equity Interests held by each of GEI VI, GEI Side VI, and Malted except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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.