Sec Form 4 Filing - GARUTTI RANDALL J @ Shake Shack Inc. - 2020-10-15

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
GARUTTI RANDALL J
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
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O SHAKE SHACK INC., 225 VARICK STREET, SUITE 301
3. Date of Earliest Transaction (MM/DD/YY)
10/15/2020
(Street)
NEW YORK, NY10014
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 10/15/2020 M( 1 ) 45,000 A $ 21 96,891 D
CLASS A COMMON STOCK 10/15/2020 S 38,856 D $ 70.1929 ( 2 ) ( 3 ) 58,035 D
CLASS A COMMON STOCK 10/15/2020 S 6,144 D $ 70.7653 ( 3 ) ( 4 ) 51,891 D
(A)
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 (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 21 10/15/2020 M 45,000 ( 5 ) 01/29/2025 CLASS A COMMON STOCK 45,000 $ 0 490,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GARUTTI RANDALL J
C/O SHAKE SHACK INC.
225 VARICK STREET, SUITE 301
NEW YORK, NY10014
X Chief Executive Officer
GARUTTI MARIA L
C/O SHAKE SHACK INC.
225 VARICK STREET, SUITE 301
NEW YORK, NY10014
X
Signatures
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Randall J. Garutti 10/19/2020
Signature of Reporting Person Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Maria L. Garutti 10/19/2020
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 September 16, 2020.
( 2 )The transaction was executed in multiple trades at prices ranging from $69.6200 to $70.6199. The price reported above reflects the weighted average sales price.
( 3 )Each Reporting Person hereby undertakes to provide upon request to the SEC staff, Shake Shack Inc. (the "Issuer") or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
( 4 )The transaction was executed in multiple trades at prices ranging from $70.6200 to $71.0300. The price reported above reflects the weighted average sales price.
( 5 )An option to purchase 685,000 shares of Class A common stock at $21 per share was granted to Mr. Garutti on January 29, 2015. 137,000 options vested on each of January 29, 2016, January 29, 2017, January 29, 2018, January 29, 2019, and January 29, 2020.

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