Edgar Filing: RANDALL J. GARUTTI GST TRUST DATED 12/30/2014

Ownership Submission

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 OF SECURITIES

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:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

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	__X__ 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 (Month/Day/Year)
04/25/2019

(Street)

NEW YORK, NY 10014

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CLASS A COMMON STOCK	04/25/2019		C		15,000 ⁽¹⁾	A	$ 0 ⁽¹⁾	38,555	D
CLASS A COMMON STOCK	04/25/2019		S		10,861 ⁽²⁾	D	$ 60.935 ⁽³⁾ ⁽⁴⁾	27,694	D
CLASS A COMMON STOCK	04/25/2019		S		4,139 ⁽²⁾	D	$ 61.5191 ⁽⁴⁾ ⁽⁵⁾	23,555	D
CLASS B COMMON STOCK	04/25/2019		J		15,000	D	$ 0 ⁽⁶⁾	329,051	D
CLASS B COMMON STOCK								55,972 ⁽⁷⁾	I	BY TRUST ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Membership Interests

⁽⁸⁾

04/25/2019

15,000

⁽⁸⁾

CLASS A COMMON STOCK

15,000

$ 0

329,051

Common Membership Interests

⁽⁸⁾

CLASS A COMMON STOCK

55,972

BY TRUST ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GARUTTI RANDALL J C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK, NY 10014	X	X	Chief Executive Officer
GARUTTI MARIA L C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK, NY 10014		X
GARUTTI RONALD J JR C/O SHAKE SHACK INC., 225 VARICK STREET, SUITE 301 NEW YORK, NY 10014		X
RANDALL J. GARUTTI GST TRUST DATED 12/30/2014 C/O SHAKE SHACK INC., 225 VARICK STREET, SUITE 301 NEW YORK, NY 10014		X

Signatures

/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Randall J. Garutti		04/29/2019
^**Signature of Reporting Person		Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Maria L. Garutti		04/29/2019
^**Signature of Reporting Person		Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Ronald J. Garutti, Jr.		04/29/2019
^**Signature of Reporting Person		Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for The Randall J. Garutti 2014 GST Trust		04/29/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon a redemption of an equal number of common membership interests in SSE Holdings, LLC (the "LLC Interests").
(2)	Represents shares of Class A Stock that were disposed of by Mr. Garutti pursuant to a 10b5-1 trading plan entered into on November 16, 2018.
(3)	The transaction was executed in multiple trades at prices ranging from $60.3200 to $61.3199. The price reported above reflects the weighted average sales price.
(4)	Each Reporting Person 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.
(5)	The transaction was executed in multiple trades at prices ranging from $61.3200 to $61.8400. The price reported above reflects the weighted average sales price.
(6)	Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock ("Class B Stock") are cancelled for no consideration on a one-to-one basis upon redemption of the LLC Interests for shares of Class A Stock of the Issuer.
(7)	Represents shares of Class B Stock of the Issuer held by The Randall J. Garutti 2014 GS Trust (the "Trust"). Ronald Garutti, Jr., the brother of Randall Garutti, and Maria Garutti, the wife of Randall Garutti, are the trustees of the Trust. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest.
(8)	The LLC Interests are redeemable for an equal number of shares of the Issuer's Class A Common Stock or, at the election of the Issuer, cash equal to the volume-weighted average market price of such shares. The LLC Interests have no expiration date.
(9)	Represents LLC Interests held by the Trust. Each Reporting Person disclaims beneficial ownership of such interests except to the extent of such Reporting Person's pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.