UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 _______________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)*
______________
Shake Shack Inc.
 (Name of Issuer)
Common Stock, $0.001 par value per share
 (Title of Class of Securities)
819047 101
 (CUSIP Number)

James R. Berman
 Select Equity Group, L.P.
380 Lafayette Street, 6th Floor
New York, New York 10003
(212) 475-8335
(Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)
(with copies to)
Michael Brandt
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
October 16, 2018
 (Date of Event Which Requires Filing of Statement on Schedule 13D)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  /__/
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
CUSIP No. 819047 101
Schedule 13D
 
Page 2 of 13 Pages
 
(1)          Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
 
Select Equity Group, L.P. (46-3465710)
 
(2)          Check the Appropriate Box if a Member of a Group (See Instructions):
(a)          [   ]
(b)          [X]
 
(3)          SEC Use Only:
 
(4)          Source of Funds (See Instructions):  AF
 
(5)          Check Box if Disclosure of Legal Proceedings is Required Pursuant to
 Items 2(d) or 2(e):
 
(6)          Citizenship or Place of Organization:
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
 PERSON WITH:
(7)          Sole Voting
Power          0
(8)          Shared Voting
Power          152,401
(9)          Sole Dispositive
Power          0
(10)          Shared Dispositive
Power          152,401
(11)          Aggregate Amount Beneficially Owned by Each Reporting Person:
152,401
(12)          Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):          [ ]
(13)          Percent of Class Represented by Amount in Row (11):
0.41%*
(14)          Type of Reporting Person (See Instructions):            PN
 
Note:  All share numbers on these cover pages presented on an as-converted basis.

* Beneficial ownership of the voting stock based on 37,032,998 shares of Common Stock outstanding on an as-converted basis as of July 25, 2018, as reported in the Issuer’s Form 10-Q for the quarter ended June 27, 2018.
 
CUSIP No. 819047 101
Schedule 13D
 
Page 3 of 13 Pages

 
(1)          Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
 
SEG Partners L.P. (13-3991804)
 
(2)          Check the Appropriate Box if a Member of a Group (See Instructions):
(a)          [   ]
(b)          [X]
 
(3)          SEC Use Only:
 
(4)          Source of Funds (See Instructions):  WC
(5)          Check Box if Disclosure of Legal Proceedings is Required Pursuant to
 Items 2(d) or 2(e):
 
(6)          Citizenship or Place of Organization:
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
 PERSON WITH:
(7)          Sole Voting
Power          0
(8)          Shared Voting
Power          14,168
(9)          Sole Dispositive
Power          0
(10)          Shared Dispositive
Power          14,168
(11)          Aggregate Amount Beneficially Owned by Each Reporting Person:
14,168
(12)          Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):          [ ]
(13)          Percent of Class Represented by Amount in Row (11):
0.04%*
(14)          Type of Reporting Person (See Instructions):            PN
 
Note:  All share numbers on these cover pages presented on an as-converted basis.

* Beneficial ownership of the voting stock based on 37,032,998 shares of Common Stock outstanding on an as-converted basis as of July 25, 2018, as reported in the Issuer’s Form 10-Q for the quarter ended June 27, 2018.
CUSIP No. 819047 101
Schedule 13D
 
Page 4 of 13 Pages

 
(1)          Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
 
SEG Partners Holdings, LLC (13-3991559)
 
(2)          Check the Appropriate Box if a Member of a Group (See Instructions):
(a)          [   ]
(b)          [X]
 
(3)          SEC Use Only:
 
(4)          Source of Funds (See Instructions):  AF
(5)          Check Box if Disclosure of Legal Proceedings is Required Pursuant to
 Items 2(d) or 2(e):
 
(6)          Citizenship or Place of Organization:
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
 PERSON WITH:
(7)          Sole Voting
Power          0
(8)          Shared Voting
Power          14,168
(9)          Sole Dispositive
Power          0
(10)          Shared Dispositive
Power          14,168
(11)          Aggregate Amount Beneficially Owned by Each Reporting Person:
14,168
(12)          Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):          [ ]
(13)          Percent of Class Represented by Amount in Row (11):
0.04%*
(14)          Type of Reporting Person (See Instructions):            OO
 
Note:  All share numbers on these cover pages presented on an as-converted basis.

* Beneficial ownership of the voting stock based on 37,032,998 shares of Common Stock outstanding on an as-converted basis as of July 25, 2018, as reported in the Issuer’s Form 10-Q for the quarter ended June 27, 2018.
CUSIP No. 819047 101
Schedule 13D
 
Page 5 of 13 Pages

 
(1)          Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
 
SEG Partners II, L.P. (82-0575314)
 
(2)          Check the Appropriate Box if a Member of a Group (See Instructions):
(a)          [   ]
(b)          [X]
 
(3)          SEC Use Only:
 
(4)          Source of Funds (See Instructions):  WC
(5)          Check Box if Disclosure of Legal Proceedings is Required Pursuant to
 Items 2(d) or 2(e):
 
(6)          Citizenship or Place of Organization:
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
 PERSON WITH:
(7)          Sole Voting
Power          0
(8)          Shared Voting
Power          69,850
(9)          Sole Dispositive
Power          0
(10)          Shared Dispositive
Power          69,850
(11)          Aggregate Amount Beneficially Owned by Each Reporting Person:
69,850
(12)          Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):          [ ]
(13)          Percent of Class Represented by Amount in Row (11):
0.19%*
(14)          Type of Reporting Person (See Instructions):            PN
 
Note:  All share numbers on these cover pages presented on an as-converted basis.

* Beneficial ownership of the voting stock based on 37,032,998 shares of Common Stock outstanding on an as-converted basis as of July 25, 2018, as reported in the Issuer’s Form 10-Q for the quarter ended June 27, 2018.
CUSIP No. 819047 101
Schedule 13D
 
Page 6 of 13 Pages

 
(1)          Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
 
SEG Partners II Holdings, LLC (82-0575310)
 
(2)          Check the Appropriate Box if a Member of a Group (See Instructions):
(a)          [   ]
(b)          [X]
 
(3)          SEC Use Only:
 
(4)          Source of Funds (See Instructions):  AF
(5)          Check Box if Disclosure of Legal Proceedings is Required Pursuant to
 Items 2(d) or 2(e):
 
(6)          Citizenship or Place of Organization:
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
 PERSON WITH:
(7)          Sole Voting
Power          0
(8)          Shared Voting
Power          69,850
(9)          Sole Dispositive
Power          0
(10)          Shared Dispositive
Power          69,850
(11)          Aggregate Amount Beneficially Owned by Each Reporting Person:
69,850
(12)          Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):          [ ]
(13)          Percent of Class Represented by Amount in Row (11):
0.19%*
(14)          Type of Reporting Person (See Instructions):            OO
 
Note:  All share numbers on these cover pages presented on an as-converted basis.

* Beneficial ownership of the voting stock based on 37,032,998 shares of Common Stock outstanding on an as-converted basis as of July 25, 2018, as reported in the Issuer’s Form 10-Q for the quarter ended June 27, 2018.
CUSIP No. 819047 101
Schedule 13D
 
Page 7 of 13 Pages

 
(1)          Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
 
SEG Partners Offshore Master Fund, Ltd. (98-1007715)
 
(2)          Check the Appropriate Box if a Member of a Group (See Instructions):
(a)          [   ]
(b)          [X]
 
(3)          SEC Use Only:
 
(4)          Source of Funds (See Instructions):  WC
(5)          Check Box if Disclosure of Legal Proceedings is Required Pursuant to
 Items 2(d) or 2(e):
 
(6)          Citizenship or Place of Organization:
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
 PERSON WITH:
(7)          Sole Voting
Power          0
(8)          Shared Voting
Power          68,383
(9)          Sole Dispositive
Power          0
(10)          Shared Dispositive
Power          68,383
(11)          Aggregate Amount Beneficially Owned by Each Reporting Person:
68,383
(12)          Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):          [ ]
(13)          Percent of Class Represented by Amount in Row (11):
0.18%*
(14)          Type of Reporting Person (See Instructions):            OO
 
Note:  All share numbers on these cover pages presented on an as-converted basis.

* Beneficial ownership of the voting stock based on 37,032,998 shares of Common Stock outstanding on an as-converted basis as of July 25, 2018, as reported in the Issuer’s Form 10-Q for the quarter ended June 27, 2018.
CUSIP No. 819047 101
Schedule 13D
 
Page 8 of 13 Pages

 
(1)          Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
 
George S. Loening
 
(2)          Check the Appropriate Box if a Member of a Group (See Instructions):
(a)          [   ]
(b)          [X]
 
(3)          SEC Use Only:
 
(4)          Source of Funds (See Instructions):  AF
(5)          Check Box if Disclosure of Legal Proceedings is Required Pursuant to
 Items 2(d) or 2(e):
 
(6)          Citizenship or Place of Organization:
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
 PERSON WITH:
(7)          Sole Voting
Power          0
(8)          Shared Voting
Power          152,401
(9)          Sole Dispositive
Power          0
(10)          Shared Dispositive
Power          152,401
(11)          Aggregate Amount Beneficially Owned by Each Reporting Person:
152,401
(12)          Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):          [ ]
(13)          Percent of Class Represented by Amount in Row (11):
0.41%*
(14)          Type of Reporting Person (See Instructions):            IN
 
Note:  All share numbers on these cover pages presented on an as-converted basis.

* Beneficial ownership of the voting stock based on 37,032,998 shares of Common Stock outstanding on an as-converted basis as of July 25, 2018, as reported in the Issuer’s Form 10-Q for the quarter ended June 27, 2018.
CUSIP No. 819047 101
Schedule 13D
 
Page 9 of 13 Pages
 
This Amendment No. 12 to Schedule 13D (this “Amendment No. 12”) is being filed with respect to the A-Common of the Issuer to amend the Schedule 13D filed on February 17, 2015, as previously amended by Amendment No. 1 to Schedule 13D filed on August 20, 2015, Amendment No. 2 to Schedule 13D filed on November 13, 2015, Amendment No. 3 to Schedule 13D filed on November 16, 2015, Amendment No. 4 to Schedule 13D filed on March 14, 2016, Amendment No. 5 to Schedule 13D filed on March 24, 2016, Amendment No. 6 to Schedule 13D filed on May 27, 2016, Amendment No. 7 to Schedule 13D filed on June 14, 2016, Amendment No. 8 to Schedule 13D filed on August 17, 2016, Amendment No. 9 to Schedule 13D filed on September 8, 2016, Amendment No. 10 to Schedule 13D filed on June 16, 2017 and Amendment No. 11 to Schedule 13D filed on July 5, 2018 (as amended by this Amendment No. 12, the “Schedule 13D”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
ITEM 5.
INTEREST IN SECURITIES OF THE COMPANY.
Items 5(a) and 5(b) of the Schedule 13D are amended to reflect the following:
As of the date of this Amendment No. 12, no member of the group described in this statement is the record owner of any shares of B-Common or LLC Interests. Each of the Reporting Persons and, collectively, the other directors and officers of SEG Offshore beneficially owns the number of shares of A-Common, on an as-converted basis, as set forth below.  The percentage of Common Stock beneficially owned by each such Reporting Person and such other directors and officers is based on 37,032,998 shares of Common Stock outstanding on an as-converted basis as of July 25, 2018, as reported in the Issuer’s Form 10-Q for the quarter ended June 27, 2018.
 
 



Reporting
 Persons
 
 
Number of Shares With Sole Voting and Dispositive Power
 
 
Number* of Shares With Shared Voting
 and Dispositive Power
Aggregate
Number* of
Shares
 Beneficially Owned
 
 

Percentage
of Class
 Beneficially Owned
 
Select Equity
 
0
 
152,401
 
152,401
 
0.41%
 
SEG
 
0
 
14,168
 
14,168
 
0.04%
 
SEG Holdings
 
0
 
14,168
 
14,168
 
0.04%
 
SEG II
 
0
 
69,850
 
69,850
 
0.19%
 
SEG II Holdings
 
0
 
69,850
 
69,850
 
0.19%
 
SEG Offshore
 
0
 
68,383
 
68,383
 
0.18%
 
George S. Loening
 
0
 
152,401
 
152,401
 
0.41%
 
Other directors and officers of SEG Offshore
 
0
 
68,383
 
68,383
 
0.18%

 
CUSIP No. 819047 101
Schedule 13D
 
Page 10 of 13 Pages
Due to their relationships with the SEG Direct Holders, each of Select Equity, SEG Holdings, SEG II Holdings and Mr. Loening may be deemed to have shared voting and investment power with respect to the Equity Interests beneficially owned by the SEG Direct Holders.  As such, Select Equity, SEG Holdings, SEG II Holdings and Mr. Loening may be deemed to have shared beneficial ownership over such Equity Interests.  SEG and SEG Holdings disclaim beneficial ownership of the Equity Interests held directly by SEG II and SEG Offshore; SEG II and SEG II Holdings disclaim beneficial ownership of the Equity Interests held directly by SEG and SEG Offshore; and SEG Offshore disclaims beneficial ownership of the Equity Interests held directly by SEG and SEG II.
As a result of the removal of the SEG Funds as parties from the Stockholders Agreement, the Reporting Persons may no longer be deemed to be member of a “group” with the Non-SEG Voting Members, effective as of October 16, 2018.
Item 5(c) of the Schedule 13D is amended to reflect the following:
The following table reflects all shares sold by the Reporting Persons within the last 60 days.  The sales were made in market transactions, and the price received excludes commissions.
 
Reporting Person
 
Date
 
Shares Sold
 
Price
 
SEG
8/28/2018
6,331
 
$58.2542
 
SEG II
8/28/2018
31,563
 
$58.2542
 
SEG Offshore
8/28/2018
31,643
 
$58.2542
 
SEG
9/19/2018
2,145
 
$57.7624
 
SEG II
9/19/2018
10,717
 
$57.7624
 
SEG Offshore
9/19/2018
10,690
 
$57.7624
 
SEG Offshore
 
10/01/2018
 
900
 
 
$62.8339
 
 
CUSIP No. 819047 101
Schedule 13D
 
Page 11 of 13 Pages
 
 
SEG Offshore
 
10/01/2018
 
5,322
 
 
$62.0247
 
SEG
10/10/2018
1,465
 
$57.8363
 
 
SEG II
10/10/2018
7,399
 
$57.8363
 
SEG Offshore
10/10/2018
7,136
 
$57.8363
 
SEG
10/10/2018
1,960
 
$59.0316
 
SEG II
10/10/2018
9,900
 
$59.0316
 
SEG Offshore
10/10/2018
9,548
 
$59.0316
 
SEG
10/10/2018
475
 
$59.9926
 
SEG II
10/10/2018
2,401
 
$59.9926
 
SEG Offshore
10/10/2018
2,316
 
$59.9926
 
SEG
10/18/2018
3,051
 
$58.2180
 
SEG II
10/18/2018
15,310
 
$58.2180
 
SEG Offshore
10/18/2018
14,825
 
$58.2180
 
SEG
10/19/2018
1,214
 
$54.3254
 
SEG II
10/19/2018
6,091
 
$54.3254
 
SEG Offshore
10/19/2018
5,898
 
$54.3254
 
SEG
10/19/2018
839
 
$55.4843
 
SEG II
10/19/2018
4,212
 
$55.4843
 
SEG Offshore
10/19/2018
4,079
 
$55.4843
 
SEG
10/19/2018
395
 
$56.5479
 
SEG II
10/19/2018
1,984
 
$56.5479
 
SEG Offshore
10/19/2018
1,921
 
$56.5479
 
CUSIP No. 819047 101
Schedule 13D
 
Page 12 of 13 Pages
 
SEG
10/19/2018
267
 
$57.6352
 
SEG II
10/19/2018
1,338
 
$57.6352
 
SEG Offshore
10/19/2018
1,296
 
$57.6352
 
SEG
10/19/2018
331
 
$58.2063
 
SEG II
10/19/2018
1,661
 
$58.2063
 
SEG Offshore
10/19/2018
1,608
 
$58.2063
 
SEG
10/24/2018
284
 
$53.1495
 
SEG II
10/24/2018
1,420
 
$53.1495
 
SEG Offshore
10/24/2018
1,375
 
$53.1495
 
SEG
10/24/2018
1,513
 
$52.1702
 
SEG II
10/24/2018
7,576
 
$52.1702
 
SEG Offshore
10/24/2018
7,336
 
$52.1702
 
SEG
10/24/2018
5,054
 
$50.8971
 
SEG II
10/24/2018
25,310
 
$50.8971
 
SEG Offshore
10/24/2018
24,505
 
$50.8971
 

Item 5(e) of the Schedule 13D is amended to reflect the following:
Effective as of October 16, 2018, the Reporting Persons ceased to beneficially own more than five percent (5%) of the outstanding Common Stock.

ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D are amended to reflect the following:
Effective as of October 16, 2018, the Issuer, SSE Holdings, the SEG Funds and certain other parties entered into an amendment to the Stockholders Agreement which removed the SEG Funds as parties from the Stockholders Agreement.


 

CUSIP No. 819047 101
Schedule 13D
 
Page 13 of 13 Pages
 
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete, and correct.
Dated as of October 26, 2018

SELECT EQUITY GROUP, L.P.

By:  Select Equity GP, LLC, its general partner


By:_/s/ George S. Loening_______          Date: October 26, 2018



SEG PARTNERS L.P.

By:  SEG Partners Holdings, LLC, its general partner


By: _/s/ George S. Loening______          Date: October 26, 2018



SEG PARTNERS Holdings, LLC.


By: _/s/ George S. Loening______          Date: October 26, 2018



SEG PARTNERS II, L.P.

By:  SEG Partners II Holdings, LLC, its general partner


By: _/s/ George S. Loening______          Date: October 26, 2018



SEG PARTNERS II Holdings, LLC


By: _/s/ George S. Loening______          Date: October 26, 2018


 
SEG PARTNERS OFFSHORE MASTER FUND, LTD.

By: _/s/ George S. Loening______          Date: October 26, 2018



GEORGE S. LOENING


By: _/s/ George S. Loening______          Date: October 26, 2018