Statement of Changes in Beneficial Ownership (4)
February 23 2021 - 4:56PM
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
*
Skipworth Michael |
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) EVP, Chief Financial Officer |
(Last)
(First)
(Middle)
C/O WINGSTOP INC., 5501 LBJ FREEWAY, 5TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/20/2021 |
(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 | 2/20/2021 | | M | | 1726 | A | $0 (1) | 16842 | D | |
Common Stock, par value $0.01 per share | 2/22/2021 | | S | | 463 (2) | D | $133.262 (3) | 16379 (4) | 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 |
Restricted Stock Units | (1) | 2/20/2021 | | M | | | 1726 | (5) | (5) | Common Stock, par value $0.01 per share | 1726.0 | $0 | 0 | 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. |
(3) | The shares were sold in multiple transactions at prices ranging from $133.00 to $133.62. 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) | This transaction represents approximately 1.7% 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 27,183 shares. |
(5) | The RSUs were granted on February 20, 2018 pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Skipworth Michael C/O WINGSTOP INC. 5501 LBJ FREEWAY, 5TH FLOOR DALLAS, TX 75240 |
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| EVP, Chief Financial Officer |
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Signatures
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/s/ Albert G. McGrath, as attorney-in-fact | | 2/23/2021 |
**Signature of Reporting Person | Date |
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