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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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 (MM/DD/YYYY)

11/9/2020
(Street)

NEW YORK, NY 10014
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/9/2020  M(1)  41404 A$21 93295 D  
CLASS A COMMON STOCK 11/9/2020  S  1095 D$80.03 (2)(3)92200 D  
CLASS A COMMON STOCK 11/9/2020  S  4400 D$80.8699 (3)(4)87800 D  
CLASS A COMMON STOCK 11/9/2020  S  5100 D$81.7884 (3)(5)82700 D  
CLASS A COMMON STOCK 11/9/2020  S  5409 D$82.7434 (3)(6)77291 D  
CLASS A COMMON STOCK 11/9/2020  S  300 D$83.53 (3)(7)76991 D  
CLASS A COMMON STOCK 11/9/2020  S  3525 D$85.1287 (3)(8)73466 D  
CLASS A COMMON STOCK 11/9/2020  S  21575 D$85.608 (3)(9)51891 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $21.0 11/9/2020  M     41404   (10)1/29/2025 CLASS A COMMON STOCK 41404.0 $0 435000 D  

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 $79.26 to $80.2599. 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 $80.26 to $81.2599. The price reported above reflects the weighted average sales price.
(5) The transaction was executed in multiple trades at prices ranging from $81.26 to $82.2599. The price reported above reflects the weighted average sales price.
(6) The transaction was executed in multiple trades at prices ranging from $82.26 to $83.2599. The price reported above reflects the weighted average sales price.
(7) The transaction was executed in multiple trades at prices ranging from $83.26 to $84.2599. The price reported above reflects the weighted average sales price.
(8) The transaction was executed in multiple trades at prices ranging from $84.26 to $85.2599. The price reported above reflects the weighted average sales price.
(9) The transaction was executed in multiple trades at prices ranging from $85.26 to $85.99. The price reported above reflects the weighted average sales price.
(10) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GARUTTI RANDALL J
C/O SHAKE SHACK INC.
225 VARICK STREET, SUITE 301
NEW YORK, NY 10014
XXChief Executive Officer
GARUTTI MARIA L
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. Garutti11/12/2020
**Signature of Reporting PersonDate

/s/ Ronald Palmese, Jr., Esq., Attorney-in-Fact for Maria L. Garutti11/12/2020
**Signature of Reporting PersonDate

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