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
                      

1. Name and Address of Reporting Person *

Skipworth Michael
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
(Last)          (First)          (Middle)

C/O WINGSTOP INC., 15505 WRIGHT BROTHERS DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

7/27/2021
(Street)

ADDISON, TX 75001
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 7/27/2021  A  25500 (1)A$0 (2)38677 (3)D  
Common Stock, par value $0.01 per share 7/28/2021  S  500 (4)D$154 38177 (5)D  
Common Stock, par value $0.01 per share 7/28/2021  S  100 (4)D$155.23 38077 (5)D  
Common Stock, par value $0.01 per share 7/28/2021  S  500 (4)D$156.751 (6)37577 (5)D  
Common Stock, par value $0.01 per share 7/28/2021  S  1019 (4)D$158.0753 (7)36558 (5)D  
Common Stock, par value $0.01 per share 7/28/2021  S  1939 (4)D$159.1339 (8)34619 (5)D  
Common Stock, par value $0.01 per share 7/28/2021  S  1800 (4)D$160.1986 (9)32819 (5)D  
Common Stock, par value $0.01 per share 7/28/2021  S  2580 (4)D$161.2339 (10)30239 (5)D  
Common Stock, par value $0.01 per share 7/28/2021  S  1899 (4)D$162.3331 (11)28340 (5)D  
Common Stock, par value $0.01 per share 7/28/2021  S  328 (4)D$162.939 (12)28012 (5)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Skipworth Michael
C/O WINGSTOP INC.
15505 WRIGHT BROTHERS DRIVE
ADDISON, TX 75001


EVP, Chief Financial Officer

Signatures
/s/ Albert G. McGrath, as attorney-in-fact7/29/2021
**Signature of Reporting PersonDate

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