Sec Form 4/A Filing - Comonte Tara @ Shake Shack Inc. - 2020-02-28

FORM 4/A 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 Comonte Tara 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) PRESIDENT & CFO (Last) (First) (Middle) C/O SHAKE SHACK INC., 225 VARICK STREET, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2020 (Street) NEW YORK, NY10014 4. If Amendment, Date Original Filed (MM/DD/YY) 03/03/2020 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 02/28/2020 A 5,385 ( 1 ) A $ 0 ( 1 ) 63,627 D CLASS A COMMON STOCK 02/28/2020 F 1,091 ( 2 ) D $ 59.44 62,536 D CLASS A COMMON STOCK 02/28/2020 F 965 ( 3 ) D $ 59.44 61,571 D CLASS A COMMON STOCK 03/02/2020 A 5,245 ( 4 ) A $ 0 ( 4 ) 66,816 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Comonte Tara C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK, NY10014 PRESIDENT & CFO Signatures /s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Tara Comonte 03/05/2020 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 upon the Issuer's achievement of certain performance targets for certain performance criteria for fiscal year 2019, as determined by the Issuer's Compensation Committee on February 28, 2020. On March 1, 2019, pursuant to the Issuer's 2015 Incentive Award Plan, as amended, the Reporting Person was awarded performance stock units that issue into restricted stock units representing 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. This amendment is made to correct the number of shares of Class A Stock reported on the Form 4 filed on March 3, 2020 in this transaction. ( 2 )Represents shares of Class A Stock of the Issuer withheld for taxes upon the vesting of restricted stock units that were previously acquired by the Reporting Person upon the Issuer's achievement of certain performance criteria for fiscal year 2019, as determined by the Issuer's Compensation Committee on February 28, 2020. ( 3 )Represents shares of Class A Stock of the Issuer withheld for taxes upon the vesting of restricted stock units that were previously acquired by the Reporting Person on March 1, 2019 pursuant to the Issuer's 2015 Incentive Award Plan, as amended. ( 4 )Represents shares of Class A Stock of the Issuer underlying restricted stock units acquired by the Reporting Person. On March 2, 2020, pursuant to the Issuer's 2015 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 2, 2021, March 2, 2022, March 2, 2023 and March 2, 2024, 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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