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Filing Details

Accession Number:: 0001636222-19-000058
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-03-08 20:33:45
Reporting Period:: 2019-03-06

Accepted Time:: 2019-03-08 20:33:45
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
Common Stock, Par Value $0.01 Per Share	Acquisiton	2019-03-06	1,901	$0.00	4,832	No	4	A	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2019-03-06	1,817	$0.00	6,649	No	4	A	Direct
Common Stock, Par Value $0.01 Per Share	Disposition	2019-03-07	3,718	$65.60	2,931	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	A	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, Par Value $0.01 Per Share	Restricted Stock Units	Acquisiton	2019-03-06	3,645	$0.00	3,645	$0.00
Common Stock, Par Value $0.01 Per Share	Employee Stock Option (right to buy)	Acquisiton	2019-03-06	5,263	$0.00	5,263	$12.93

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,645			No	4	A	Direct
5,263		2025-06-11	No	4	A	Direct

Footnotes

On February 28, 2017, the reporting person was granted 5,703 performance-based restricted stock units ("RSUs") pursuant to the Issuer's 2015 Omnibus Incentive Compensation Plan (the "Plan"). The performance-based RSUs 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 2018 were met, resulting in the vesting of 1,901 performance-based RSUs.
RSUs convert into common stock on a one-for-one basis.
On February 20, 2018, the reporting person was granted 5,451 performance-based RSUs pursuant to the Plan. The performance-based RSUs vest in three equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2018, 2019 and 2020. The performance criteria for 2018 were met, resulting in the vesting of 1,817 performance-based RSUs.
This transaction was effected pursuant to a trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plan"). Accordingly, the reporting person had no discretion with regard to the timing of the transaction. The 10b5-1 Plan was adopted to facilitate diversification within the reporting person's overall portfolio.
The shares were sold in multiple transactions at prices ranging from $65.00 to $65.96. The price reported above reflects the weighted-average price. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
This transaction represents approximately 7.8% of the reporting person's total holdings of common stock (including service-based options, vested performance-based options, service-based RSUs, and unvested restricted stock awards) on a pre-transaction basis, which represents 47,408 shares.
The RSUs were granted on March 6, 2019 pursuant to the Plan and will vest in three equal annual installments beginning on the first anniversary of the grant date.
The exercise price has been reduced to $12.93 to reflect the impact of dividends paid to the Issuer's stockholders.
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 year 2016 performance and 20% vesting based on performance in each of the other fiscal years. The performance criteria for 2018 were met, resulting in the vesting of 5,263 shares.