0000899243-18-016378.txt : 20180613 0000899243-18-016378.hdr.sgml : 20180613 20180613164336 ACCESSION NUMBER: 0000899243-18-016378 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180611 FILED AS OF DATE: 20180613 DATE AS OF CHANGE: 20180613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morrison Charles R CENTRAL INDEX KEY: 0001390389 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37425 FILM NUMBER: 18897162 MAIL ADDRESS: STREET 1: 3551 PLANO PKWY CITY: THE COLONY STATE: TX ZIP: 75056 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wingstop Inc. CENTRAL INDEX KEY: 0001636222 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5501 LBJ FREEWAY STREET 2: 5TH FLOOR CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-331-8484 MAIL ADDRESS: STREET 1: 5501 LBJ FREEWAY STREET 2: 5TH FLOOR CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: Wingstop, Inc. DATE OF NAME CHANGE: 20150323 FORMER COMPANY: FORMER CONFORMED NAME: Wing Stop Holdings Corp DATE OF NAME CHANGE: 20150311 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-06-11 0 0001636222 Wingstop Inc. WING 0001390389 Morrison Charles R C/O WINGSTOP INC. 5501 LBJ FREEWAY, 5TH FLOOR DALLAS TX 75240 1 1 0 0 Chairman, President and CEO Common Stock, par value $0.01 per share 2018-06-11 4 M 0 20000 1.52 A 137152 D Common Stock, par value $0.01 per share 2018-06-11 4 S 0 10700 53.00 D 126452 D Common Stock, par value $0.01 per share 2018-06-11 4 S 0 300 53.69 D 126152 D Employee Stock Option (right to buy) 1.52 2018-06-11 4 M 0 20000 0.00 D 2022-08-30 Common Stock 20000 60009 D 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. Represents shares sold pursuant to the 10b5-1 Plan, the majority of the proceeds of which were used to pay the tax withholding obligations incurred upon the option exercise reported concurrently herewith. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $52.51 to $53.48. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission (the "SEC"), Wintstop, Inc. (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 ranges set forth in this footnote (3) to this Form 4. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $53.66 to $53.71. The reporting person undertakes to provide to the staff of the SEC, 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 ranges set forth in this footnote (4) to this Form 4. The transactions reported in rows 2 and 3 of Table I together represent approximately 3.7% 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 300,042 shares. The exercise price of the reporting person's stock option was originally $3.80 per share. The exercise price was initially reduced to $3.03 to reflect the impact of a dividend paid to the Issuer's stockholders in December 2012 and further reduced to $1.52 to reflect the impact of a second dividend paid to the Issuer's stockholders in December 2013. On August 30, 2012, the reporting person was granted an option to purchase 204,375 shares of common stock. The option vested in four equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2013, 2014, 2015 and 2016. /s/ Darryl R. Marsch, as attorney-in-fact 2018-06-13