NON-CONTROLLING INTERESTS

In connection with the Organizational Transactions described in Note 11, on February 4, 2015 we became the sole managing member of SSE Holdings and, as a result, consolidate the financial results of SSE Holdings. We report a non-controlling interest representing the economic interest in SSE Holdings held by the other members of SSE Holdings. The SSE Holdings LLC Agreement provides that holders of LLC Interests may, from time to time, require SSE Holdings to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption or exchange, we will receive a corresponding number of LLC Interests, increasing our total ownership interest in SSE Holdings. Changes in our ownership interest in SSE Holdings while we retain our controlling interest in SSE Holdings will be accounted for as equity transactions. As such, future redemptions or direct exchanges of LLC Interests in SSE Holdings by the other members of SSE Holdings will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital.

The following table summarizes the ownership interest in SSE Holdings as of December 28, 2016 and December 30, 2015:



	2016			2015
	LLC Interests	Ownership %		LLC Interests	Ownership %
Number of LLC Interests held by Shake Shack Inc.	25,151,384	69.1	%	19,789,259	54.6	%
Number of LLC Interests held by non-controlling interest holders	11,253,592	30.9	%	16,460,741	45.4	%
Total LLC Interests outstanding	36,404,976	100.0	%	36,250,000	100.0	%

The weighted average ownership percentages for the applicable reporting periods are used to attribute net income and other comprehensive loss between Shake Shack Inc. and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentage for fiscal 2016 was 36.8%. For fiscal 2015, net income was attributed to non-controlling interest holders only for the period subsequent to the IPO and the Organizational Transactions, based on a weighted-average ownership percentage of 61.0%.

The following table summarizes the effects of changes in ownership in SSE Holdings on our equity during fiscal 2016, 2015 and 2014.



		2016			2015			2014
Net income (loss) attributable to Shake Shack Inc.		$	12,446		$	(8,776	)	$	2,118
Other comprehensive loss:
	Unrealized holding losses on available-for-sale securities	(10		)	(5		)	—
Transfers (to) from non-controlling interests:
	Increase in additional paid-in capital as a result of settlement of unit appreciation rights	—			987			—
	Decrease in additional paid-in capital as a result of the organizational transactions completed in connection with our IPO	—			(75,182		)	—
	Increase in additional paid-in capital as a result of the redemption of LLC Interests	16,986			19,934			—
	Increase in additional paid-in capital as a result of the USC Merger	—			5,908			—
	Increase in additional paid-in capital as a result of stock option exercises and the related income tax effect	825			—			—
Total effect of changes in ownership interest on equity attributable to Shake Shack Inc.		$	30,247		$	(57,134	)	$	2,118

In February 2015, we used the net proceeds from our IPO to purchase 5,750,000 newly-issued LLC Interests. Additionally, in connection with our IPO, we acquired 5,968,841 LLC Interests through the acquisition, by merger, of two entities that were owned by former indirect members of SSE Holdings. Pursuant to the SSE Holdings LLC Agreement, we received 339,306 LLC Interests as a result of the issuance of 339,306 shares of Class A common stock upon settlement of the outstanding UARs.

In December 2015, we received 1,727,804 LLC Interests in connection with the USC Merger in exchange for an equivalent number of newly-issued shares of Class A common stock.

During fiscal 2016, an aggregate of 5,207,149 LLC Interests were redeemed by the non-controlling interest holders for newly-issued shares of Class A common stock, and we received 5,207,149 LLC Interests, increasing our total ownership interest in SSE Holdings to 69.1%. During 2015, an aggregate of 6,003,308 LLC Interests were redeemed by the non-controlling interest holders (which included 3,155,273 LLC Interests redeemed in connection with a secondary offering) for newly-issued shares of Class A common stock, and we received 6,003,308 LLC Interests.

During fiscal 2016, we received an aggregate of 154,976 LLC Interests in connection with the exercise of employee stock options. No stock options were exercised during fiscal 2015.