DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12

SEC source: 0001620533-19-000123 · wf-form4_156599303380555.xml · nonDerivative · entry 1

Meyer Daniel Harris · CIK 0001463932 · Director · 10% owner

DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12 · CIK 0001633818 · 10% owner

MEYER AUDREY H · CIK 0001633830 · 10% owner

McQuinn Michael C · CIK 0001634102 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust

Disclosed balance after: 158,515

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Pursuant to a Stockholders Agreement, dated as of February 4, 2015, as amended, by and among Daniel H. Meyer, the Daniel H. Meyer 2012 Gift Trust dtd 10/31/12 (the "Gift Trust"), other affiliates (collectively, the "Meyer Stockholders") and other signatories party thereto, the Meyer Stockholders have the right to cause all of the shares of Gramercy Tavern Corp. ("GTC") to be exchanged for shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") pursuant to a reorganization under Section 368(a) of the Internal Revenue Code (the "Reorganization"). The Meyer Stockholders made such an election with respect to GTC.

F2 · kind: To effect the Reorganization, a subsidiary of the Issuer merged with and into GTC, which was then merged with and into the Issuer, resulting in (i) conversion and exchange of shares of GTC for Class A Stock, (ii) cancellation of Class B Common Stock ("Class B Stock") of the Issuer held by GTC, and (iii) transfer of the common membership interests in SSE Holdings, LLC (the "LLC Interests") held by GTC to the Issuer. The Class B Stock and LLC Interests held by GTC were reported as held by each of Daniel H. Meyer and the Gift Trust by virtue of each such Reporting Person's control over GTC and, accordingly, their cancellation and transfer, as applicable, is reported hereon. Mr. Meyer, through Daniel H. Meyer Investment Trust dtd 5/15/92, and the Gift Trust, received 154,072 and 2,536,191 shares of the Issuer's Class A Stock, respectively, in exchange for GTC shares, representing such Reporting Person's 5.727% and 94.273% interest, respectively, in GTC.

F3 · kind: The reported transactions are exempt under Rule 16b-6(b), 16b-3 and 16b-7 of the Securities Exchange Act of 1934.

F1 · shares: Pursuant to a Stockholders Agreement, dated as of February 4, 2015, as amended, by and among Daniel H. Meyer, the Daniel H. Meyer 2012 Gift Trust dtd 10/31/12 (the "Gift Trust"), other affiliates (collectively, the "Meyer Stockholders") and other signatories party thereto, the Meyer Stockholders have the right to cause all of the shares of Gramercy Tavern Corp. ("GTC") to be exchanged for shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") pursuant to a reorganization under Section 368(a) of the Internal Revenue Code (the "Reorganization"). The Meyer Stockholders made such an election with respect to GTC.

F2 · shares: To effect the Reorganization, a subsidiary of the Issuer merged with and into GTC, which was then merged with and into the Issuer, resulting in (i) conversion and exchange of shares of GTC for Class A Stock, (ii) cancellation of Class B Common Stock ("Class B Stock") of the Issuer held by GTC, and (iii) transfer of the common membership interests in SSE Holdings, LLC (the "LLC Interests") held by GTC to the Issuer. The Class B Stock and LLC Interests held by GTC were reported as held by each of Daniel H. Meyer and the Gift Trust by virtue of each such Reporting Person's control over GTC and, accordingly, their cancellation and transfer, as applicable, is reported hereon. Mr. Meyer, through Daniel H. Meyer Investment Trust dtd 5/15/92, and the Gift Trust, received 154,072 and 2,536,191 shares of the Issuer's Class A Stock, respectively, in exchange for GTC shares, representing such Reporting Person's 5.727% and 94.273% interest, respectively, in GTC.

F3 · shares: The reported transactions are exempt under Rule 16b-6(b), 16b-3 and 16b-7 of the Securities Exchange Act of 1934.

F1 · price: Pursuant to a Stockholders Agreement, dated as of February 4, 2015, as amended, by and among Daniel H. Meyer, the Daniel H. Meyer 2012 Gift Trust dtd 10/31/12 (the "Gift Trust"), other affiliates (collectively, the "Meyer Stockholders") and other signatories party thereto, the Meyer Stockholders have the right to cause all of the shares of Gramercy Tavern Corp. ("GTC") to be exchanged for shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") pursuant to a reorganization under Section 368(a) of the Internal Revenue Code (the "Reorganization"). The Meyer Stockholders made such an election with respect to GTC.

F2 · price: To effect the Reorganization, a subsidiary of the Issuer merged with and into GTC, which was then merged with and into the Issuer, resulting in (i) conversion and exchange of shares of GTC for Class A Stock, (ii) cancellation of Class B Common Stock ("Class B Stock") of the Issuer held by GTC, and (iii) transfer of the common membership interests in SSE Holdings, LLC (the "LLC Interests") held by GTC to the Issuer. The Class B Stock and LLC Interests held by GTC were reported as held by each of Daniel H. Meyer and the Gift Trust by virtue of each such Reporting Person's control over GTC and, accordingly, their cancellation and transfer, as applicable, is reported hereon. Mr. Meyer, through Daniel H. Meyer Investment Trust dtd 5/15/92, and the Gift Trust, received 154,072 and 2,536,191 shares of the Issuer's Class A Stock, respectively, in exchange for GTC shares, representing such Reporting Person's 5.727% and 94.273% interest, respectively, in GTC.

F3 · price: The reported transactions are exempt under Rule 16b-6(b), 16b-3 and 16b-7 of the Securities Exchange Act of 1934.

F1 · balance_after: Pursuant to a Stockholders Agreement, dated as of February 4, 2015, as amended, by and among Daniel H. Meyer, the Daniel H. Meyer 2012 Gift Trust dtd 10/31/12 (the "Gift Trust"), other affiliates (collectively, the "Meyer Stockholders") and other signatories party thereto, the Meyer Stockholders have the right to cause all of the shares of Gramercy Tavern Corp. ("GTC") to be exchanged for shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") pursuant to a reorganization under Section 368(a) of the Internal Revenue Code (the "Reorganization"). The Meyer Stockholders made such an election with respect to GTC.

F2 · balance_after: To effect the Reorganization, a subsidiary of the Issuer merged with and into GTC, which was then merged with and into the Issuer, resulting in (i) conversion and exchange of shares of GTC for Class A Stock, (ii) cancellation of Class B Common Stock ("Class B Stock") of the Issuer held by GTC, and (iii) transfer of the common membership interests in SSE Holdings, LLC (the "LLC Interests") held by GTC to the Issuer. The Class B Stock and LLC Interests held by GTC were reported as held by each of Daniel H. Meyer and the Gift Trust by virtue of each such Reporting Person's control over GTC and, accordingly, their cancellation and transfer, as applicable, is reported hereon. Mr. Meyer, through Daniel H. Meyer Investment Trust dtd 5/15/92, and the Gift Trust, received 154,072 and 2,536,191 shares of the Issuer's Class A Stock, respectively, in exchange for GTC shares, representing such Reporting Person's 5.727% and 94.273% interest, respectively, in GTC.

F3 · balance_after: The reported transactions are exempt under Rule 16b-6(b), 16b-3 and 16b-7 of the Securities Exchange Act of 1934.

F4 · ownership.nature: Mr. Meyer is the grantor, trustee and beneficiary of the Investment Trust. Mr. Meyer disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.