Wingstop (WING) Form 4 Wingstop / Charles R Morrison 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^*

Morrison Charles R

(Last) (First) (Middle)

C/O WINGSTOP INC.

15505 WRIGHT BROTHERS DRIVE

(Street)

ADDISON TX 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2021

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	11/13/2021		M		10,000	A	$0(1)	89,152	D
Common Stock, par value $0.01 per share	11/15/2021		S		3,035(2)	D	$168.9312(3)	86,117(4)	D
Common Stock, par value $0.01 per share	11/15/2021		S		900(2)	D	$169.7183(5)	85,217(4)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	11/13/2021		M			10,000	(6)	(6)	Common Stock, par value $0.01 per share	10,000	$0	30,000	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.

2. Represents shares sold in the open market, the proceeds of which were used to pay the tax withholding obligations incurred upon the vesting of 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.

3. The shares were sold in multiple transactions at prices ranging from $168.50 to $169.47. 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.

4. The transactions reported on rows 2 and 3 of this Table I represent approximately 2.2% 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 176,358 shares.

5. The shares were sold in multiple transactions at prices ranging from $169.50 to $169.94. 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.

6. On November 13, 2019, the reporting person was granted 40,000 performance-based RSUs pursuant to the Plan and would become earned based on the Issuer's satisfaction of the performance condition. On March 4, 2021, the performance condition was determined to have been satisfied during the Issuer's 2020 fiscal year, resulting in the RSUs being earned and non-forfeitable. The RSUs vest and convert into shares of common stock in four equal annual installments commencing on the second anniversary of the grant date, subject to service vesting conditions.

Remarks:

	/s/ Albert G. McGrath, as attorney-in-fact	11/16/2021
	** 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).
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