Sec Form 4 Filing - Comonte Tara @ Shake Shack Inc. - 2020-09-08

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 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) 09/08/2020 (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 09/08/2020 M( 1 ) 1,090 ( 2 ) A $ 38.91 63,217 D CLASS A COMMON STOCK 09/08/2020 M 2,014 ( 3 ) A $ 39.91 65,231 D CLASS A COMMON STOCK 09/08/2020 M 757 ( 4 ) A $ 54.36 65,988 D CLASS A COMMON STOCK 09/08/2020 S 6,452 D $ 65.9561 ( 5 ) ( 6 ) 59,536 D CLASS A COMMON STOCK 09/08/2020 S 2,505 D $ 66.6305 ( 5 ) ( 7 ) 57,031 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) $ 38.91 09/08/2020 M 1,090 ( 8 ) 06/12/2027 CLASS A COMMON STOCK 1,090 $ 0 2,060 D Employee Stock Option (right to buy) $ 39.91 09/08/2020 M 2,014 ( 9 ) 03/22/2028 CLASS A COMMON STOCK 2,014 $ 0 3,022 D Employee Stock Option (right to buy) $ 54.36 09/08/2020 M 757 ( 10 ) 03/22/2029 CLASS A COMMON STOCK 757 $ 0 3,028 D

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 09/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported on this Form 4 were all effected pursuant to a 10b5-1 trading plan entered into on August 6, 2020. ( 2 )Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon Ms. Comonte's cashless exercise of the option to purchase 1,090 shares of Class A Stock. ( 3 )Represents shares of Class A Stock of the Issuer that were obtained upon Ms. Comonte's cashless exercise of the option to purchase 2,014 shares of Class A Stock. ( 4 )Represents shares of Class A Stock of the Issuer that were obtained upon Ms. Comonte's cashless exercise of the option to purchase 757 shares of Class A Stock. ( 5 )Ms. Comonte 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 transaction was effected. ( 6 )The transaction was executed in multiple trades at prices ranging from $65.39 to $66.3899. The price reported above reflects the weighted average sales price. ( 7 )The transaction was executed in multiple trades at prices ranging from $66.39 to $67.08. The price reported above reflects the weighted average sales price. ( 8 )An option to purchase 5,150 shares of Class A Stock at $38.91 per share was granted to Ms. Comonte on June 12, 2017. 1,030 options vested on each of June 12, 2018, June 12, 2019, and June 12, 2020, and the remaining options vest in two equal installments on each of June 12, 2021 and June 21, 2022, subject to Ms. Comonte's continued service with the Issuer. ( 9 )An option to purchase 5,036 shares of Class A Stock at $39.91 per share was granted to Ms. Comonte on March 22, 2018. 1,007 options vested on each of March 22, 2019 and March 22, 2020, and the remaining options vest in three equal installments on each of March 22, 2021, March 22, 2022, and March 22, 2023, subject to Ms. Comonte's continued service with the Issuer. ( 10 )An option to purchase 3,785 shares of Class A Stock at $54.36 per share was granted to Ms. Comonte on March 22, 2019. 757 options vested on March 22, 2020 and the remaining options vest in four equal installments on each of March 22, 2021, March 22, 2022, March 22, 2023, and March 22, 2024, subject to Ms. Comonte'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).

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.