SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kruguer Lawrence

(Last) (First) (Middle)
C/O WINGSTOP INC.
5501 LBJ FREEWAY, 5TH FLOOR

(Street)
DALLAS TX 75240

(City) (State) (Zip)
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)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
01/07/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 01/07/2019 M 2,600 A $12.93 5,531 D
Common Stock, par value $0.01 per share 01/07/2019 S(1) 2,600 D $62.41 2,931(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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) $12.93(3) 01/07/2019 M 2,600 (4) 06/11/2025 Common Stock, par value $0.01 per share 2,600 $0 2,663 D
Explanation of Responses:
1. This transaction was 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 transaction. The 10b5-1 Plan was adopted to facilitate diversification within the reporting person's overall portfolio.
2. This transaction represents approximately 0.9% 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 43,764 shares.
3. The exercise price of this stock option was previously $16.10 per share. In connection with a special cash dividend paid by the Issuer on February 14, 2018 and pursuant to the terms of the Issuer's 2015 Omnibus Incentive Compensation Plan (the "Plan"), the Compensation Committee of the Board of Directors of the Issuer reduced the exercise price of all eligible outstanding options under the Plan by $3.17, the amount of the special cash dividend. As a result, the option exercise price of $16.10 was reduced to an exercise price of $12.93. The other terms of the options remained unchanged.
4. On June 11, 2015, the reporting person was granted an option to purchase 26,316 shares of common stock. The option vests in four installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2016, 2017, 2018, and 2019, with 40% vesting based on fiscal year 2016 performance and 20% vesting based on performance in each of the other fiscal years.
Remarks:
Executive Vice President and Chief Operating Officer
/s/ Darryl R. Marsch, as attorney-in-fact 01/09/2019
** 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 Number.