Edgar Filing: Shake Shack Inc.

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

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1. Name and Address of Reporting Person ^*

POLSKY JACK R

2. Issuer Name and Ticker or Trading Symbol
Shake Shack Inc. [SHAK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O SHAKE SHACK INC., 24 UNION SQUARE EAST, 5TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2015

(Street)

NEW YORK, NY 10003

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	08/18/2015		C		4,578	A	⁽¹⁾	4,878	I	BY TRUST ⁽²⁾
CLASS A COMMON STOCK	08/18/2015		S		4,578	D	$ 57.75	300	I	BY TRUST ⁽²⁾
CLASS B COMMON STOCK	08/18/2015		J⁽³⁾		4,578	D	⁽³⁾	29,376	I	BY TRUST ⁽²⁾
CLASS A COMMON STOCK	08/18/2015		C		1,144	A	⁽¹⁾	1,444	I	BY TRUST ⁽⁴⁾
CLASS A COMMON STOCK	08/18/2015		S		1,144	D	$ 57.75	300	I	BY TRUST ⁽⁴⁾
CLASS B COMMON STOCK	08/18/2015		J⁽³⁾		1,144	D	⁽³⁾	7,344	I	BY TRUST ⁽⁴⁾
CLASS A COMMON STOCK	08/18/2015		C		2,289	A	⁽¹⁾	2,589	I	BY TRUST ⁽⁵⁾
CLASS A COMMON STOCK	08/18/2015		S		2,289	D	$ 57.75	300	I	BY TRUST ⁽⁵⁾
CLASS B COMMON STOCK	08/18/2015		J⁽³⁾		2,289	D	⁽³⁾	14,688	I	BY TRUST ⁽⁵⁾
CLASS A COMMON STOCK	08/18/2015		C		4,578	A	$ 0 ⁽¹⁾	4,878	I	BY TRUST ⁽⁶⁾
CLASS A COMMON STOCK	08/18/2015		S		4,578	D	$ 57.75	300	I	BY TRUST ⁽⁶⁾
CLASS B COMMON STOCK	08/18/2015		J⁽³⁾		4,578	D	⁽³⁾	29,376	I	BY TRUST ⁽⁶⁾
CLASS A COMMON STOCK	08/18/2015		C		2,289	A	⁽¹⁾	2,589	I	BY TRUST ⁽⁷⁾
CLASS A COMMON STOCK	08/18/2015		S		2,289	D	$ 57.75	300	I	BY TRUST ⁽⁷⁾
CLASS B COMMON STOCK	08/18/2015		J⁽³⁾		2,289	D	⁽³⁾	14,688	I	BY TRUST ⁽⁷⁾
CLASS A COMMON STOCK	08/18/2015		C		4,578	A	⁽¹⁾	4,878	I	BY TRUST ⁽⁸⁾
CLASS A COMMON STOCK	08/18/2015		S		4,578	D	$ 57.75	300	I	BY TRUST ⁽⁸⁾
CLASS B COMMON STOCK	08/18/2015		J⁽³⁾		4,578	D	⁽³⁾	29,376	I	BY TRUST ⁽⁸⁾
CLASS A COMMON STOCK	08/18/2015		C		4,578	A	⁽¹⁾	4,878	I	BY TRUST ⁽⁹⁾
CLASS A COMMON STOCK	08/18/2015		S		4,578	D	$ 57.75	300	I	BY TRUST ⁽⁹⁾
CLASS B COMMON STOCK	08/18/2015		J⁽³⁾		4,578	D	⁽³⁾	29,376	I	BY TRUST ⁽⁹⁾
CLASS A COMMON STOCK	08/18/2015		C		4,578	A	⁽¹⁾	4,878	I	BY TRUST ⁽¹⁰⁾
CLASS A COMMON STOCK	08/18/2015		S		4,578	D	$ 57.75	300	I	BY TRUST ⁽¹⁰⁾
CLASS B COMMON STOCK	08/18/2015		J⁽³⁾		4,578	D	⁽³⁾	29,376	I	BY TRUST ⁽¹⁰⁾
CLASS A COMMON STOCK	08/18/2015		C		3,433	A	⁽¹⁾	3,733	I	BY TRUST ⁽¹¹⁾
CLASS A COMMON STOCK	08/18/2015		S		3,433	D	$ 57.75	300	I	BY TRUST ⁽¹¹⁾
CLASS B COMMON STOCK	08/18/2015		J⁽³⁾		3,433	D	⁽³⁾	22,032	I	BY TRUST ⁽¹¹⁾
CLASS A COMMON STOCK	08/18/2015		C		11,445	A	⁽¹⁾	11,745	I	BY TRUST ⁽¹²⁾
CLASS A COMMON STOCK	08/18/2015		S		11,445	D	$ 57.75	300	I	BY TRUST ⁽¹²⁾
CLASS B COMMON STOCK	08/18/2015		J⁽³⁾		11,445	D	⁽³⁾	73,439	I	BY TRUST ⁽¹²⁾

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

⁽¹³⁾

08/18/2015

4,578

⁽¹³⁾

CLASS A COMMON STOCK

4,578

⁽¹³⁾

29,376

BY TRUST ⁽²⁾

Common Membership Interests

⁽¹³⁾

08/18/2015

1,144

⁽¹³⁾

CLASS A COMMON STOCK

1,144

⁽¹³⁾

7,344

BY TRUST ⁽⁴⁾

Common Membership Interests

⁽¹³⁾

08/18/2015

2,289

⁽¹³⁾

CLASS A COMMON STOCK

2,289

⁽¹³⁾

14,688

BY TRUST ⁽⁵⁾

Common Membership Interests

⁽¹³⁾

08/18/2015

4,578

⁽¹³⁾

CLASS A COMMON STOCK

4,578

⁽¹³⁾

29,376

BY TRUST ⁽⁶⁾

Common Membership Interests

⁽¹³⁾

08/18/2015

2,289

⁽¹³⁾

CLASS A COMMON STOCK

2,289

⁽¹³⁾

14,688

BY TRUST ⁽⁷⁾

Common Membership Interests

⁽¹³⁾

08/18/2015

4,578

⁽¹³⁾

CLASS A COMMON STOCK

4,578

⁽¹³⁾

29,376

BY TRUST ⁽⁸⁾

Common Membership Interests

⁽¹³⁾

08/18/2015

4,578

⁽¹³⁾

CLASS A COMMON STOCK

4,578

⁽¹³⁾

29,376

BY TRUST ⁽⁹⁾

Common Membership Interests

⁽¹³⁾

08/18/2015

4,578

⁽¹³⁾

CLASS A COMMON STOCK

4,578

⁽¹³⁾

29,376

BY TRUST ⁽¹⁰⁾

Common Membership Interests

⁽¹³⁾

08/18/2015

3,433

⁽¹³⁾

CLASS A COMMON STOCK

3,433

⁽¹³⁾

22,032

BY TRUST ⁽¹¹⁾

Common Membership Interests

⁽¹³⁾

08/18/2015

11,445

⁽¹³⁾

CLASS A COMMON STOCK

11,445

⁽¹³⁾

73,439

BY TRUST ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
POLSKY JACK R C/O SHAKE SHACK INC. 24 UNION SQUARE EAST, 5TH FLOOR NEW YORK, NY 10003		X
AMY WEISS-MEYER QUALIFIED MINOR'S TRUST C/O SHAKE SHACK INC. 24 UNION SQUARE EAST, 5TH FLOOR NEW YORK, NY 10003		X
ISAAC WEISS-MEYER QUALIFIED MINOR'S TRUST C/O SHAKE SHACK INC. 24 UNION SQUARE EAST, 5TH FLOOR NEW YORK, NY 10003		X
HALLIE MEYER QUALIFIED MINOR'S TRUST C/O SHAKE SHACK INC. 24 UNION SQUARE EAST, 5TH FLOOR NEW YORK, NY 10003		X
GRETCHEN MEYER QUALIFIED MINOR'S TRUST C/O SHAKE SHACK INC. 24 UNION SQUARE EAST, 5TH FLOOR NEW YORK, NY 10003		X
CHARLES MEYER QUALIFIED MINOR'S TRUST C/O SHAKE SHACK INC. 24 UNION SQUARE EAST, 5TH FLOOR NEW YORK, NY 10003		X
PEYTON MEYER QUALIFIED MINOR'S TRUST C/O SHAKE SHACK INC. 24 UNION SQUARE EAST, 5TH FLOOR NEW YORK, NY 10003		X

Signatures

/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Jack R. Polsky		08/20/2015
^**Signature of Reporting Person		Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Amy Weiss-Meyer Qualified Minor's Trust		08/20/2015
^**Signature of Reporting Person		Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Charles Meyer Qualified Minor's Trust		08/20/2015
^**Signature of Reporting Person		Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Gretchen Meyer Qualified Minor's Trust		08/20/2015
^**Signature of Reporting Person		Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Hallie Meyer Qualified Minor's Trust		08/20/2015
^**Signature of Reporting Person		Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Isaac Weiss-Meyer Qualified Minor's Trust		08/20/2015
^**Signature of Reporting Person		Date
/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Peyton Meyer Qualified Minor's Trust		08/20/2015
^**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)	Shares obtained upon redemption of common membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of shares of the Issuer's Class A Common Stock.
(2)	Held directly by the RHF - TM 1999 Descendants Trust, of which Jack Polsky (the "Reporting Person") is a trustee and Michael C. McQuinn is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 4 filed by Michael C. McQuinn and the RHF - TM 1999 Descendants Trust on August 20, 2015. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.
(3)	Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Common Stock.
(4)	Held directly by the Jean Polsky Investment Trust dtd 3/21/97, of which the Reporting Person is a trustee. The shares and LLC Interests reported herein are also reported on a Form 4 filed by Jean Polsky Investment Trust dtd 3/21/97 and Jean Polsky on August 20, 2015. The Reporting Person disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his pecuniary interest therein.
(5)	Held directly by the Amy Weiss-Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, reported herein, except to the extent of his pecuniary interest therein.
(6)	Held directly by the Hallie Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his pecuniary interest therein.
(7)	Held directly by the Isaac Weiss-Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his pecuniary interest therein.
(8)	Held directly by the Gretchen Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his pecuniary interest therein.
(9)	Held directly by the Charles Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his pecuniary interest therein.
(10)	Held directly by the Peyton Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the shares and LLC interests, as applicable, reported herein, except to the extent of his pecuniary interest therein.
(11)	Held directly by the VHP - Special Trust for Jack dtd 12/31/12, of which the Reporting Person is a trustee and Jonathan Graber is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 4 filed by the VHP - Special Trust for Jack dtd 12/31/12 and Jonathan Graber on August 20, 2015. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.
(12)	Held directly by the RHF - NM 1999 Descendants Trust, of which the Reporting Person is a trustee and Michael C. McQuinn is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 4 filed by Michael C. McQuinn and the RHF - NM 1999 Descendants Trust on August 20, 2015. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.
(13)	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.

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