SEC Form 4 · accession 0001140361-16-064865

Shake Shack Inc. · SHAK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

SEG PARTNERS L P

Director · Other

SEG PARTNERS II L P

Director · Other

Select Equity Group, L.P.

Director · Other

George S Loening

Director · Other

Period of report

May 10, 2016

Accepted (ET)

May 12, 2016 · 5:17 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001620533

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock, par value $0.001 per share^F2,F1,F4	May 10, 2016	C	100,000	—	A	111,793	I	See Footnotes
Class B Common Stock, par value $0.001 per share^F3,F1,F5	May 10, 2016	J	100,000	—	D	138,127	I	See Footnotes
Class A Common Stock, par value $0.001 per share^F2,F1,F6	May 10, 2016	C	400,000	—	A	504,078	I	See Footnotes
Class B Common Stock, par value $0.001 per share^F3,F1,F7	May 10, 2016	J	400,000	—	D	467,658	I	See Footnotes
Class A Common Stock, par value $0.001 per share^F8	holding	—	—		—	1,571,279	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Membership Interests^F2,F1,F9	$0.00	May 10, 2016	C	100,000	D	—	—	Class A Common Stock, par value $0.001 per share	100,000	138,127	I
Common Membership Interests^F2,F1,F10	$0.00	May 10, 2016	C	400,000	D	—	—	Class A Common Stock, par value $0.001 per share	400,000	467,658	I

Explanation of responses

F1See Exhibit 99.1.
F10See Exhibit 99.1.
F2See Exhibit 99.1.
F3See Exhibit 99.1.
F4See Exhibit 99.1.
F5See Exhibit 99.1.
F6See Exhibit 99.1.
F7See Exhibit 99.1.
F8See Exhibit 99.1.
F9See Exhibit 99.1.

Remarks

List of Exhibits Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Select Equity Group, L.P. ("Select Equity Group"), the SEG Funds (as defined below) and George S. Loening may be deemed to be directors-by-designation by virtue of their right to designate a member of the board of directors of the Issuer. Select Equity Group, the SEG Funds and George S. Loening have designated Evan C. Guillemin as a member of the board of directors of Shake Shack Inc. ("Shake Shack").