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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 6.29 (4) | 05/08/2018 | M | 2,725 | (5) | 12/12/2024 | Common Stock | 2,725 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 6.29 (4) | 05/08/2018 | M | 2,725 | (6) | 12/12/2024 | Common Stock | 2,725 | $ 0 | 5,450 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Skipworth Michael C/O WINGSTOP INC. 5501 LBJ FREEWAY, 5TH FLOOR DALLAS, TX 75240 |
See Remarks |
/s/ Darryl R. Marsch, as attorney-in-fact | 05/10/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares sold in the open market, a portion of the proceeds of which were used to pay the tax withholding obligations incurred upon the option exercises. |
(2) | The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $54.42 to $54.56. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of Wingstop Inc. (the "Issuer"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4. |
(3) | The May 8, 2018 and May 10, 2018 sales represent approximately 18.6% of the reporting person's total holdings of common stock (including service-based options, vested performance-based options and service-based restricted stock units) on a pre-transaction basis, which represents 23,408 shares. |
(4) | The exercise price was reduced to $6.29 to reflect the impact of a dividend paid to the Issuer's stockholders in each of March 2015 and June 2016. |
(5) | On December 12, 2014 the reporting person was granted an option to purchase 13,625 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2015, 2016, 2017, 2018 and 2019. |
(6) | On December 12, 2014 the reporting person was granted an option to purchase 13,625 shares of common stock. The option vests in five equal annual installments beginning on the first anniversary of the date of grant. |
Remarks: Executive Vice President and Chief Financial Officer |