SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Upshaw Donnie

(Last)

(First)

(Middle)

C/O WINGSTOP INC.

5501 LBJ FREEWAY, 5TH FLOOR

(Street)

DALLAS

75420

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2021

3. Issuer Name and Ticker or Trading Symbol
Wingstop Inc. [ WING ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President, People

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	2,022	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.01 per share	427	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock, par value $0.01 per share	658	⁽²⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01 per share	1,015	⁽²⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.01 per share	659	⁽²⁾	D
Employee Stock Option (right to buy)	03/04/2021⁽⁶⁾	03/04/2030	Common Stock, par value $0.01 per share	3,383	$78.77⁽⁷⁾	D
Employee Stock Option (right to buy)	03/03/2022⁽⁸⁾	03/03/2031	Common Stock, par value $0.01 per share	2,195	$129.11	D

Explanation of Responses:

1. The restricted stock units ("RSUs") were granted on May 1, 2018 pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the "Plan"). The remaining RSUs from this grant will vest on May 15, 2021.

2. RSUs convert into common stock on a one-for-one basis.

3. The RSUs were granted on March 6, 2019 pursuant to the Plan. The remaining RSUs from this grant will vest in equal installments on the second and third anniversary of the grant date.

4. The RSUs were granted on March 4, 2020 pursuant to the Plan and will vest in three equal annual installments beginning on the first anniversary of the grant date.

5. The RSUs were granted on March 3, 2021 pursuant to the Plan and will vest in three equal annual installments beginning on the first anniversary of the grant date.

6. The stock option was granted on March 4, 2020 pursuant to the Plan. The shares underlying this stock option will vest and become exercisable in three equal annual installments beginning on the first anniversary of the grant date.

7. The exercise price of this stock option was originally $83.77 per share but has been reduced to $78.77 to reflect the impact of special dividends paid to our stockholders.

8. The stock option was granted on March 3, 2021 pursuant to the Plan. The shares underlying this stock option will vest and become exercisable in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

Exhibit List: Exhibit 24-Power of Attorney

	/s/ Albert G. McGrath, as attorney-in-fact	03/05/2021
	** 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 5 (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.