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Filing Details

Accession Number:: 0000899243-18-005121
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-02-22 18:02:51
Reporting Period:: 2018-02-20

Accepted Time:: 2018-02-22 18:02:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1636222	Wingstop Inc.	WING	Retail-Eating Places (5812)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1644364	Lawrence Kruguer	C/O Wingstop Inc. 5501 Lbj Freeway, 5Th Floor Dallas TX 75240	See Remarks	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Acquisiton	2018-02-20	1,901	$0.00	7,361	No	4	M	Direct
Common Stock, Par Value $0.01 Per Share	Disposition	2018-02-20	532	$44.03	6,829	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Units	Disposition	2018-02-20	1,901	$0.00	1,901	$0.00
Common Stock	Employee Stock Option (right to buy)	Acquisiton	2018-02-20	5,263	$0.00	5,263	$12.93
Common Stock	Restricted Stock Units	Acquisiton	2018-02-20	5,451	$0.00	5,451	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,802		2027-02-28	No	4	M	Direct
5,263		2025-06-11	No	4	A	Direct
5,451	2019-02-20	2028-02-20	No	4	A	Direct

Footnotes

Restricted stock units convert into common stock on a one-for-one basis.
An additional 6,130 shares of common stock were erroneously included in the reporting person's direct holdings on his Form 4 filed on May 23, 2017 and this error was carried forward in the reporting person's subsequent Form 4 filings. This Form 4 removes the 6,130 shares, none of which were ever held by the reporting person.
Represents shares withheld by Wingstop Inc. (the "Issuer") to cover estimated taxes arising from the settlement of restricted stock units.
On February 28, 2017, the reporting person was granted 5,703 performance-based restricted stock units pursuant to the Issuer's 2015 Omnibus Incentive Compensation Plan (the "Plan"). The performance-based restricted stock units vest in three equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2017, 2018 and 2019. The performance criteria for 2017 were met, resulting in the vesting of 1,901 restricted stock units.
The exercise price of this stock option was previously $16.10 per share. Pursuant to the terms of the Plan, the Compensation Committee reduced the exercise price of all outstanding options under the Plan by $3.17, the amount of the special cash dividend paid by the Issuer on February 14, 2018. As a result, the option exercise price of $16.10 was reduced to an exercise price of $12.93. The other terms of the options remain unchanged.
On June 11, 2015, the reporting person was granted an option to purchase 26,316 shares of common stock. The option vests in four installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2016, 2017, 2018 and 2019, with 40% vesting based on fiscal 2016 performance and 20% vesting based on performance in other fiscal years. The performance criteria for 2017 were met, resulting in vesting of 5,263 shares.
The restricted stock units are granted pursuant to the Plan. The restricted stock units will vest in three equal annual installments beginning on the first anniversary of the grant date.