Sec Form 4 Filing - Koff Zach @ Shake Shack Inc. - 2019-03-01

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 Koff Zach 2. Issuer Name and Ticker or Trading Symbol Shake Shack Inc. [ SHAK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O SHAKE SHACK INC., 225 VARICK STREET, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2019 (Street) NEW YORK, NY10014 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 03/01/2019 A 3,812 ( 1 ) A $ 0 ( 1 ) 11,692 D CLASS A COMMON STOCK 08/07/2019 M 15,000 A $ 21 26,692 D CLASS A COMMON STOCK 08/07/2019 S 15,000 D $ 88 11,692 D CLASS A COMMON STOCK 08/08/2019 M 5,000 A $ 21 16,692 D CLASS A COMMON STOCK 08/08/2019 S 5,000 D $ 86 11,692 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 Stock Option (Right to Buy) $ 21 08/07/2019 M 15,000 ( 2 ) 01/29/2025 CLASS A COMMON STOCK 15,000 $ 0 37,000 D Stock Option (Right to Buy) $ 21 08/08/2019 M 5,000 ( 2 ) 01/29/2025 CLASS A COMMON STOCK 5,000 $ 0 32,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Koff Zach C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK, NY10014 Chief Operating Officer Signatures /s/ Ronald Palmese Jr., Esq.,Attorney-in-Fact for Zachary Koff 08/08/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") underlying restricted stock units acquired by the Reporting Person. On March 1, 2019, pursuant to the Issuer's2015 Incentive Award Plan, as amended, the Reporting Person was awarded restricted stock units that represent the right to receive Class A Stock of the Issuer. The restricted stock units representing the right to receive Class A Stock of the Issuer vest in 4 equal installments on each of March 1, 2020, March 1, 2021, March 1, 2022 and March 1, 2023, subject to the Reporting Person's continued service with the Issuer. ( 2 )An option to purchase 106,000 shares of Class A Stock of the Issuer at $21.00 per share was granted to the Reporting Person on January 29, 2015. 21,200 options vested on each of January 29, 2016, January 29, 2017, January 29, 2018 and January 29, 2019, and 21,200 options will vest on January 29, 2020, subject to the Reporting Person's continued service with the Issuer.

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).

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