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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SOKOLOFF JONATHAN D
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000		 3. Date of Earliest Transaction (Month/Day/Year)
03/09/2016
(Street)

LOS ANGELES, CA 90025		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Class A Common Stock 03/09/2016   C   94,200 (1) A $ 0 2,904,565 I See footnote (2)
Class A Common Stock 03/09/2016   S   48,700 (3) D $ 36.02 (4) 2,855,865 (5) I See footnote (2)
Class A Common Stock 03/09/2016   S   1,300 (6) D $ 36.47 (7) 2,854,565 (8) I See footnote (2)
Class A Common Stock 03/10/2016   S   45,300 (9) D $ 35.01 (10) 2,809,265 (11) I See footnote (2)
Class A Common Stock 03/10/2016   S   4,700 (12) D $ 35.8 (13) 2,804,565 (14) I See footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 21             01/29/2016(15) 01/29/2025 Class A Common Stock 8,251   8,251 (16) D  
Class B Common Stock (17) 03/09/2016   C     94,200 (18)   (17)   (19) Class A Common Stock 94,200 (18) (19) 4,650,094 (20) I See footnote (21)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SOKOLOFF JONATHAN D
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA 90025		   X   X    

Signatures

 /s/ADRIAN J. MAIZEY, attorney-in-fact   03/11/2016
**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, par value $0.001 per share ("A-Common") issued to Green Equity Investors VI, L.P. ("GEI VI") and LGP Malted Coinvest LLC ("Malted"). The shares were issued in exchange for an equivalent number of shares of Class B common stock, par value $0.001 per share ("B-Common") of the Issuer and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC, pursuant to the exchange right described in note 17 to this Form 4. Of the newly-issued shares of A-Common reported in this row, 87,640 were issued to GEI VI, and 6,560 were issued to Malted.
(2) Mr. Sokoloff directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by GEI VI, Green Equity Investors Side VI, L.P. ("GEI Side VI"), and Malted. Mr. Sokoloff disclaims beneficial ownership of the shares owned by each of GEI VI, GEI Side VI, and Malted, except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(3) Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 29,179 were sold by GEI VI, 17,391 were sold by GEI Side VI, and 2,130 were sold by Malted. GEI VI's, GEI Side VI's, and Malted's A-Common, together with GEI VI's and Malted's B-Common and LLC Interests, are collectively referred to herein as the "Equity Interests."
(4) This transaction was executed in multiple trades at prices ranging from $35.41 to $36.40. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
(5) Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 171,039 are owned by GEI VI, 2,680,396 are owned by GEI Side VI, and 4,430 are owned by Malted.
(6) Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 779 were sold by GEI VI, 464 were sold by GEI Side VI, and 57 were sold by Malted.
(7) This transaction was executed in multiple trades at prices ranging from $36.41 to $36.68. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
(8) Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 170,260 are owned by GEI VI, 2,679,932 are owned by GEI Side VI, and 4,373 are owned by Malted.
(9) Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 27,142 were sold by GEI VI, 16,177 were sold by GEI Side VI, and 1,981 were sold by Malted.
(10) This transaction was executed in multiple trades at prices ranging from $34.55 to $35.48. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
(11) Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 143,118 are owned by GEI VI, 2,663,755 are owned by GEI Side VI, and 2,392 are owned by Malted.
(12) Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 2,817 were sold by GEI VI, 1,678 were sold by GEI Side VI, and 205 were sold by Malted.
(13) This transaction was executed in multiple trades at prices ranging from $35.60 to $36.32. The price reported above reflects the weighted average sale price. Mr. Sokoloff 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 trades were effected.
(14) Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 140,301 are owned by GEI VI, 2,662,077 are owned by GEI Side VI, and 2,187 are owned by Malted.
(15) These options vested on January 29, 2016.
(16) The options reported on this row were granted in respect of Mr. Sokoloff's service on the Issuer's board of directors and are held by Mr. Sokoloff for the benefit of Leonard Green & Partners, L.P.
(17) Pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, shares of B-Common can be paired with LLC Interests on a one-to-one basis and tendered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election).
(18) Represents shares paired with LLC Interests on a one-to-one basis by GEI VI and Malted and exchanged for shares of A-Common. Of the shares of reported in this row, 87,640 were issued to GEI VI, and 6,560 were issued to Malted.
(19) Not applicable.
(20) Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 4,326,266 are owned by GEI VI and 323,828 are owned by Malted.
(21) Mr. Sokoloff directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests. Mr. Sokoloff disclaims beneficial ownership of the Equity Interests held by each of GEI VI, GEI Side VI, and Malted except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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