Statement of Changes in Beneficial Ownership (4)
November 18 2022 - 5:39PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Peterson Stacy |
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 Revenue & Tech Ofc |
(Last)
(First)
(Middle)
C/O WINGSTOP INC., 15505 WRIGHT BROTHERS DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/17/2022 |
(Street)
ADDISON, TX 75001
(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 | 11/17/2022 | | M | | 2159 | A | $117.48 | 7373 | D | |
Common Stock, par value $0.01 per share | 11/17/2022 | | M | | 1058 | A | $125.11 | 8431 | D | |
Common Stock, par value $0.01 per share | 11/17/2022 | | S | | 1216 (1) | D | $159.5896 (2) | 7215 | D | |
Common Stock, par value $0.01 per share | 11/17/2022 | | S | | 1515 (1) | D | $160.2603 (3) | 5700 | D | |
Common Stock, par value $0.01 per share | 11/17/2022 | | S | | 1088 | D | $159.693 (4) | 4612 | D | |
Common Stock, par value $0.01 per share | 11/17/2022 | | S | | 2510 | D | $160.7555 (5) | 2102 | D | |
Common Stock, par value $0.01 per share | 11/17/2022 | | S | | 98 | D | $161.57 | 2004 | 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 |
Employee Stock Option (right to buy) | $117.48 (6) | 11/17/2022 | | M | | | 2159 | (7) | 5/11/2030 | Common Stock, par value $0.01 per share | 2159.0 | $0 | 1083 | D | |
Employee Stock Option (right to buy) | $125.11 (8) | 11/17/2022 | | M | | | 1058 | (9) | 3/3/2031 | Common Stock, par value $0.01 per share | 1058.0 | $0 | 2118 | D | |
Explanation of Responses: |
(1) | Represents shares sold in the open market, the proceeds of which were used to pay the exercise price and tax withholding obligations incurred upon the exercise of the options. |
(2) | The shares were sold in multiple transactions at prices ranging from $159.0000 to $159.8250. 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. |
(3) | The shares were sold in multiple transactions at prices ranging from $160.0000 to $160.8000. 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 shares were sold in multiple transactions at prices ranging from $159.2500 to $160.2400. 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. |
(5) | The shares were sold in multiple transactions at prices ranging from $160.2600 to $161.1600. 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) | The exercise price of this stock option was originally $126.48 but has been reduced to $117.48 to reflect the impact of special dividends paid to our stockholders. |
(7) | On May 11, 2020, the reporting person was granted an option to purchase 3,242 shares of common stock pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan. The option vests and becomes exercisable in three equal annual installments beginning on the first anniversary of the date of grant. |
(8) | The exercise price of this stock option was originally $129.11 but has been reduced to $125.11 to reflect the impact of special dividends paid to our stockholders. |
(9) | On March 3, 2021, the reporting person was granted an option to purchase 3,176 shares of common stock pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan. The option vests and becomes exercisable in three equal annual installments beginning on the first anniversary of the date of grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Peterson Stacy C/O WINGSTOP INC. 15505 WRIGHT BROTHERS DRIVE ADDISON, TX 75001 |
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| EVP, Chief Revenue & Tech Ofc |
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Signatures
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/s/ Albert G. McGrath by Power of Attorney | | 11/18/2022 |
**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 control number. |
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