SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KELLEY WAYNE L (Last) (First) (Middle) 3800 ARCO CORPORATE DR. SUITE 300 (Street) CHARLOTTE NC 28273 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol STEAK & SHAKE CO [ SNS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/28/2005
	4. If Amendment, Date of 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

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
Common Stock								31,513(4)	D
Common Stock	09/28/2005		J		40,431(5)	D(5)	$0	17,351	I	See Footnote(1)
Common Stock	09/28/2005		J		10,702(6)	D(6)	$0	0	I	See Footnote(2)
Common Stock	09/28/2005		J		54,133(7)	A(7)	$0	59,319	I	See Footnote(3)

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 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: 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
Option	$18.26							02/09/2005	11/17/2009	Common Stock	5,000		5,000	D

Explanation of Responses:

1. These shares are held by the Residuary Marital Trust U/W Estel W. Kelley. Wayne Kelley is one of three trustees and one of several beneficiaries of this trust. He disclaims any interest in the shares reported herein except to the extent of his pecuniary interest therein.

2. These shares are held by the GST Marital Trust U/W Estel W. Kelley. Wayne Kelley is one of three trustees and one of several beneficiaries of this trust. He disclaims any interest in the shares reported herein except to the extent of his pecuniary interest therein.

3. These shares are held by the Credit Trust U/W Estel W. Kelley. Wayne Kelley is one of three trustees and one of several beneficiaries of this trust. He disclaims any interest in the shares reported herein except to the extent of his pecuniary interest therein.

4. As a result of mathematical errors from 2003 and 2005, which were recently discovered during a reconcilliation of Mr. Kelley's holdings, his personal holdings were incorrectly reported in some prior Form 4 filings. The noted figure is correct.

5. These shares were transferred from the Residuary Marital Trust to the Credit Shelter Trust. Mr. Kelley is a trustee of both trusts and there was no net gain or loss to Mr. Kelley as a result of this transfer. These transfers were made in the course of settling Mr. Kelley's father's estate.

6. These shares were transferred from the GST Marital Trust to the Credit Shelter Trust. Mr. Kelley is a trustee of both trusts and there was no net gain or loss to Mr. Kelley as a result of this transfer. These transfers were made in the course of settling Mr. Kelley's father's estate.

7. These shares were transferred to the Credit Shelter Trust from the two other noted trusts. Mr. Kelley is a trustee of both trusts and there was no net gain or loss to Mr. Kelley as a result of this transfer. These transfers were made in the course of settling Mr. Kelley's father's estate.

Remarks:

	David C. Milne; Attorney-in-fact	03/13/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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