13D Filing: Granite Point Capital, L.P. and Shake Shack Inc. (SHAK)

This Amendment No. 3 (this “Amendment
No. 3”), supplements and amends the Schedule 13D originally filed on February 17, 2015 (as amended and supplemented to date,
the “Schedule 13D”) relating to shares of Class A common stock, $0.001 par value per share (the “A-Common”),
of Shake Shack Inc. (the “Issuer”). Capitalized terms used in this Amendment No. 3 and not otherwise defined herein shall
have the same meanings ascribed to them in the Schedule 13D. This Amendment No. 3 constitutes and exit filing for the Reporting
Person.

Item 4.

PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is amended and supplemented as follows:

On May 11, 2017, the Stockholders Agreement
was amended such that the Reporting Person has been released from the Stockholders Agreement and accordingly is no longer a party
to the Voting Group.

Item 5.

INTEREST IN SECURITIES OF THE COMPANY.

Item 5 of the Schedule 13D is amended and restated in its entirety
as follows:

(a)-(b) The aggregate percentage of shares
of A-Common reported to be beneficially owned by the Reporting Person is based upon a total of 25,757,064 shares of A-Common outstanding
which is the total number of shares of A-Common reported by the Issuer to be outstanding on April 26, 2017 in its Form 10-Q filed
with the SEC on May 5, 2017.

At the close of business on the date
hereof, the Reporting Person may be deemed to beneficially own 56,704 shares of A-Common, constituting approximately 0.22% of the
shares of A-Common outstanding.

(c) Information concerning transactions
in the shares of A-Common effected by the Reporting Person during the past sixty days is set forth in Exhibit A hereto and
is incorporated herein by reference. All of the transactions in shares of A-Common listed on Exhibit A were effected in the open
market through brokerage entities.

(d) None.

(e) May 11, 2017

Item 7.

MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A:

Transactions in the Shares During the Last 60 Days.