Sec Form 4 Filing - SOKOLOFF JONATHAN D @ Shake Shack Inc. - 2020-01-13

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 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 _____ 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) 01/13/2020 (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 01/13/2020 S( 1 ) 316,861 ( 2 ) D $ 60.25 ( 3 ) 796,833 ( 4 ) I See footnote ( 5 ) Class A Common Stock 01/13/2020 S( 1 ) 20,996 ( 6 ) D $ 60.69 ( 7 ) 775,837 ( 8 ) I See footnote ( 5 ) Class A Common Stock 01/14/2020 S( 1 ) 67,573 ( 9 ) D $ 59.78 ( 10 ) 708,264 ( 11 ) I See footnote ( 5 ) Class A Common Stock 01/14/2020 S( 1 ) 53,318 ( 12 ) D $ 60.46 ( 13 ) 654,946 ( 14 ) I See footnote ( 5 ) Class A Common Stock 01/14/2020 S( 1 ) 100,846 ( 15 ) D $ 62.01 ( 16 ) 554,100 ( 17 ) I See footnote ( 5 ) Class A Common Stock 01/14/2020 S( 1 ) 112,804 ( 18 ) D $ 62.47 ( 19 ) 441,296 ( 20 ) I See footnote ( 5 ) Class A Common Stock 01/14/2020 S( 1 ) 57,391 ( 21 ) D $ 63.68 ( 22 ) 383,905 ( 23 ) I See footnote ( 5 ) Class A Common Stock 01/14/2020 S( 1 ) 54,510 ( 24 ) D $ 64.37 ( 25 ) 329,395 ( 26 ) I See footnote ( 5 ) Class A Common Stock 1,411 ( 27 ) D

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( 28 ) 05/19/2026 Class A Common Stock 2,003 2,003 ( 29 ) D Employee Stock Option (right to buy) $ 21 01/29/2016( 28 ) 01/29/2025 Class A Common Stock 8,251 8,251 ( 29 ) D

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 Signatures /s/ Andrew C. Goldberg, attorney-in-fact 01/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted 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"). ( 2 )Represents shares of Class A common stock, par value $0.001 per share ("A-Common") sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 189,849 were sold by GEI VI, 113,156 were sold by GEI Side VI, and 13,856 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." ( 3 )This transaction was executed in multiple trades at prices ranging from $59.57 to $60.5699. The price reported 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. ( 4 )Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 477,424 are owned by GEI VI, 284,563 are owned by GEI Side VI, and 34,846 are owned by Malted. ( 5 )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. ( 6 )Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 12,580 were sold by GEI VI, 7,498 were sold by GEI Side VI, and 918 were sold by Malted. ( 7 )This transaction was executed in multiple trades at prices ranging from $60.57 to $61.07. The price reported 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. ( 8 )Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 464,844 are owned by GEI VI, 277,065 are owned by GEI Side VI, and 33,928 are owned by Malted. ( 9 )Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 40,487 were sold by GEI VI, 24,131 were sold by GEI Side VI, and 2,955 were sold by Malted. ( 10 )This transaction was executed in multiple trades at prices ranging from $59.19 to $60.1899. The price reported 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. ( 11 )Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 424,357 are owned by GEI VI, 252,934 are owned by GEI Side VI, and 30,973 are owned by Malted. ( 12 )Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 31,946 were sold by GEI VI, 19,041 were sold by GEI Side VI, and 2,331 were sold by Malted. ( 13 )This transaction was executed in multiple trades at prices ranging from $60.19 to $61.1899. The price reported 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. ( 14 )Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 392,411 are owned by GEI VI, 233,893 are owned by GEI Side VI, and 28,642 are owned by Malted. ( 15 )Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 60,422 were sold by GEI VI, 36,014 were sold by GEI Side VI, and 4,410 were sold by Malted. ( 16 )This transaction was executed in multiple trades at prices ranging from $61.19 to $62.1899. The price reported 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. ( 17 )Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 331,989 are owned by GEI VI, 197,879 are owned by GEI Side VI, and 24,232 are owned by Malted. ( 18 )Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 67,587 were sold by GEI VI, 40,284 were sold by GEI Side VI, and 4,933 were sold by Malted. ( 19 )This transaction was executed in multiple trades at prices ranging from $62.19 to $63.1899. The price reported 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. ( 20 )Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 264,402 are owned by GEI VI, 157,595 are owned by GEI Side VI, and 19,299 are owned by Malted. ( 21 )Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 34,386 were sold by GEI VI, 20,495 were sold by GEI Side VI, and 2,510 were sold by Malted. ( 22 )This transaction was executed in multiple trades at prices ranging from $63.19 to $64.1899. The price reported 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. ( 23 )Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 230,016 are owned by GEI VI, 137,100 are owned by GEI Side VI, and 16,789 are owned by Malted. ( 24 )Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 32,659 were sold by GEI VI, 19,467were sold by GEI Side VI, and 2,384 were sold by Malted. ( 25 )This transaction was executed in multiple trades at prices ranging from $64.19 to $64.61. The price reported 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. ( 26 )Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 197,357 are owned by GEI VI, 117,633 are owned by GEI Side VI, and 14,405 are owned by Malted. ( 27 )Represents shares of A-Common of the Issuer underlying restricted stock units awarded to the reporting person pursuant to the Issuer's 2015 Incentive Award Plan, as amended, and the Issuer's Non-Employee Director Compensation Policy on June 11, 2019, June 12, 2018 and June 12, 2017. The restricted stock units represent the right to receive shares of A-Common, subject to the reporting person's continued service with the Issuer. Of the 1,411 shares of A-Common reported, 1,032 are fully vested and 379 will vest on June 11, 2020. ( 28 )These options are fully vested. ( 29 )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. These options are fully vested.

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