Statement of Changes in Beneficial Ownership (4)
March 06 2023 - 6:12PM
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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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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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)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
C/O WINGSTOP INC., 15505 WRIGHT BROTHERS DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2023 |
(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 | 3/2/2023 | | M | | 397 | A | $0 (1) | 23713 | D | |
Common Stock, par value $0.01 per share | 3/2/2023 | | F | | 157 (2) | D | $172.16 | 23556 | D | |
Common Stock, par value $0.01 per share | 3/3/2023 | | M | | 387 | A | $0 (1) | 23943 | D | |
Common Stock, par value $0.01 per share | 3/3/2023 | | F | | 153 (2) | D | $173.55 | 23790 | D | |
Common Stock, par value $0.01 per share | 3/4/2023 | | M | | 597 | A | $0 (1) | 24387 | D | |
Common Stock, par value $0.01 per share | 3/4/2023 | | F | | 235 (2) | D | $173.55 | 24152 | 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) | 3/2/2023 | | M | | | 397 | (3) | (3) | Common Stock, par value $0.01 per share | 397.0 | $0 | 794 | D | |
Restricted Stock Units | (1) | 3/3/2023 | | M | | | 387 | (4) | (4) | Common Stock, par value $0.01 per share | 387.0 | $0 | 388 | D | |
Restricted Stock Units | (1) | 3/4/2023 | | M | | | 597 | (5) | (5) | Common Stock, par value $0.01 per share | 597.0 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. |
(2) | Represents the number of shares withheld for the payment of tax liabilities in connection with the vesting of service-based RSUs. The withholding of these shares occurred automatically upon the vesting of the RSUs, and as such, no investment decision was made by the Reporting Person in connection with this transaction. |
(3) | The RSUs were granted on March 2, 2022 pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the "Plan"). The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. |
(4) | The RSUs were granted on March 3, 2021 pursuant to the Plan. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. |
(5) | The RSUs were granted on March 4, 2020 pursuant to the Plan. The RSUs vested 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. 15505 WRIGHT BROTHERS DRIVE ADDISON, TX 75001 | X |
| President and CEO |
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Signatures
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/s/ Albert G. McGrath by Power of Attorney | | 3/6/2023 |
**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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