Wingstop Form 4 / Michael Skipworth ownership change

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

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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^*

Skipworth Michael

(Last)

(First)

(Middle)

C/O WINGSTOP INC.

15505 WRIGHT BROTHERS DRIVE

(Street)

ADDISON

75001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Wingstop Inc. [ WING ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	07/27/2021		A		25,500⁽¹⁾	A	$0⁽²⁾	38,677⁽³⁾	D
Common Stock, par value $0.01 per share	07/28/2021		S		500⁽⁴⁾	D	$154	38,177⁽⁵⁾	D
Common Stock, par value $0.01 per share	07/28/2021		S		100⁽⁴⁾	D	$155.23	38,077⁽⁵⁾	D
Common Stock, par value $0.01 per share	07/28/2021		S		500⁽⁴⁾	D	$156.751⁽⁶⁾	37,577⁽⁵⁾	D
Common Stock, par value $0.01 per share	07/28/2021		S		1,019⁽⁴⁾	D	$158.0753⁽⁷⁾	36,558⁽⁵⁾	D
Common Stock, par value $0.01 per share	07/28/2021		S		1,939⁽⁴⁾	D	$159.1339⁽⁸⁾	34,619⁽⁵⁾	D
Common Stock, par value $0.01 per share	07/28/2021		S		1,800⁽⁴⁾	D	$160.1986⁽⁹⁾	32,819⁽⁵⁾	D
Common Stock, par value $0.01 per share	07/28/2021		S		2,580⁽⁴⁾	D	$161.2339⁽¹⁰⁾	30,239⁽⁵⁾	D
Common Stock, par value $0.01 per share	07/28/2021		S		1,899⁽⁴⁾	D	$162.3331⁽¹¹⁾	28,340⁽⁵⁾	D
Common Stock, par value $0.01 per share	07/28/2021		S		328⁽⁴⁾	D	$162.939⁽¹²⁾	28,012⁽⁵⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On September 5, 2018, the reporting person was granted 5,100 performance-based restricted stock units ("RSUs") pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the "Plan"). The performance-based RSUs vest based on the Issuer's satisfaction of certain performance criteria over a three-year performance period, and the number that would vest upon maximum performance would equal 500% of the target number specified in the grant. The performance criteria were met at the maximum performance level, resulting in the vesting of 25,500 performance-based RSUs.

2. RSUs convert into common stock on a one-for-one basis.

3. Includes 159 shares of common stock acquired under the Issuer's Employee Stock Purchase Plan on June 25, 2021.

4. Represents shares sold in the open market, the proceeds of which were used to pay the tax withholding obligations incurred upon the vesting of performance-based RSUs. These transactions were 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 transactions.

5. The transactions reported on rows 2 through 10 of this Table I represent approximately 20.4% of the reporting person's total holdings of common stock (including service-based options and service-based restricted stock units) on a pre-transaction basis, which represents 52,166 shares.

6. The shares were sold in multiple transactions at prices ranging from $156.4950 to $157.2600. 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.

7. The shares were sold in multiple transactions at prices ranging from $157.6200 to $158.5800. 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.

8. The shares were sold in multiple transactions at prices ranging from $158.6300 to $159.5800. 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.

9. The shares were sold in multiple transactions at prices ranging from $159.7200 to $160.6200. 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.

10. The shares were sold in multiple transactions at prices ranging from $160.7250 to $161.6650. 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.

11. The shares were sold in multiple transactions at prices ranging from $161.7450 to $162.6700. 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.

12. The shares were sold in multiple transactions at prices ranging from $162.7500 to $163.0000. 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.

Remarks:

	/s/ Albert G. McGrath, as attorney-in-fact	07/29/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Wingstop (WING) Form 4Wingstop / Michael Skipworth ownership change