Sec Form 4 Filing - Meyer Daniel Harris @ Shake Shack Inc. - 2015-08-18

Insider filing report for Changes in Beneficial Ownership
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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., 24 UNION SQUARE EAST, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/18/2015
(Street)
NEW YORK, NY10003
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 08/18/2015 C 598,928 A 598,928 D
CLASS A COMMON STOCK 08/18/2015 S 598,928 D $ 57.75 0 D
CLASS B COMMON STOCK 08/18/2015 J( 2 ) 598,928 D 1,270,136 D
CLASS A COMMON STOCK 08/18/2015 C 379,618 A 379,618 I By Corp. ( 3 )
CLASS A COMMON STOCK 08/18/2015 S 379,618 D $ 57.75 0 I By Corp. ( 3 )
CLASS B COMMON STOCK 08/18/2015 J( 2 ) 379,618 D 2,690,263 I By Corp. ( 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
Common Membership Interests ( 5 ) 08/18/2015 C 598,928 ( 5 ) ( 5 ) CLASS A COMMON STOCK 598,928 ( 5 ) 1,270,136 D
Common Membership Interests ( 5 ) 08/18/2015 C 379,618 ( 5 ) ( 5 ) CLASS A COMMON STOCK 379,618 ( 5 ) 2,690,263 I By Corp. ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meyer Daniel Harris
C/O SHAKE SHACK INC.
24 UNION SQUARE EAST, 5TH FLOOR
NEW YORK, NY10003
X X
Signatures
/s Ronald Palmese, Jr., Esq., Attorney-in-Fact for Daniel H. Meyer 08/20/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares obtained upon redemption of common membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of shares of the Issuer's Class A Common Stock.
( 2 )Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Common Stock.
( 3 )Represents shares held by Gramercy Tavern Corp. Daniel Meyer disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Daniel Meyer also holds 30,100 shares indirectly through the Daniel Meyer Investment Trust. Daniel Meyer disclaims beneficial ownership of all of the shares held by these entities except to the extent of his pecuniary interest therein.
( 4 )Represents shares held by Gramercy Tavern Corp. Daniel Meyer also holds 1,727,804 shares indirectly through Union Square Cafe Corp. and 95,238 shares indirectly through Union Square Hospitality Group LLC . An additional 590,921 shares are held by the Daniel H. Meyer 2012 Gift Trust U/A/D 12/31/12. Daniel Meyer disclaims beneficial ownership of all of the shares held by these entities except to the extent of his pecuniary interest therein.
( 5 )The LLC Interests 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.
( 6 )Represents LLC Interests held by Gramercy Tavern Corp. Daniel Meyer also holds 1,727,804 LLC Interests indirectly through Union Square Cafe Corp. and 95,238 LLC Interests indirectly through Union Square Hospitality Group, LLC. An additional 590,921 LLC Interests are held by the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12. Daniel Meyer disclaims beneficial ownership of all of the LLC Interests held by these entities except to the extent of his pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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