Statement of Changes in Beneficial Ownership (4)
February 18 2021 - 4:51PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Jobe Madison |
2. Issuer Name and Ticker or Trading Symbol
Wingstop Inc.
[
WING
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Chief Development Officer |
(Last)
(First)
(Middle)
C/O WINGSTOP INC., 5501 LBJ FREEWAY, 5TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/16/2021 |
(Street)
DALLAS, TX 75240
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share | 2/16/2021 | | A | | 1136 (1) | A | $0 (2) | 7094 | D | |
Common Stock, par value $0.01 per share | 2/16/2021 | | F | | 306 (3) | D | $165.99 | 6788 | D | |
Common Stock, par value $0.01 per share | 2/16/2021 | | A | | 861 (4) | A | $0 (2) | 7649 | D | |
Common Stock, par value $0.01 per share | 2/16/2021 | | F | | 210 (3) | D | $165.99 | 7439 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | On February 20, 2018, the reporting person was granted 3,407 performance-based RSUs pursuant to the Wingstop Inc. 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 2018, 2019 and 2020. The performance criteria for 2020 were met, resulting in the vesting of 1,136 performance-based RSUs. |
(2) | RSUs convert into common stock on a one-for-one basis. |
(3) | Represents the number of shares withheld for the payment of tax liabilities in connection with the vesting of performance-based RSUs. |
(4) | On March 6, 2019, the reporting person was granted 2,582 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 2019, 2020 and 2021. The performance criteria for 2020 were met, resulting in the vesting of 861 performance-based RSUs. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jobe Madison C/O WINGSTOP INC. 5501 LBJ FREEWAY, 5TH FLOOR DALLAS, TX 75240 |
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| SVP, Chief Development Officer |
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Signatures
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/s/ Albert G. McGrath, as attorney-in-fact | | 2/18/2021 |
**Signature of Reporting Person | Date |
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