0000899243-18-005119.txt : 20180222 0000899243-18-005119.hdr.sgml : 20180222 20180222180113 ACCESSION NUMBER: 0000899243-18-005119 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180220 FILED AS OF DATE: 20180222 DATE AS OF CHANGE: 20180222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARSCH DARRYL R. CENTRAL INDEX KEY: 0001432387 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37425 FILM NUMBER: 18633872 MAIL ADDRESS: STREET 1: 370 KNOLLWOOD STREET STREET 2: SUITE 500 CITY: WINSTON-SALEM STATE: NC ZIP: 27103 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 2018-02-20 0 0001636222 Wingstop Inc. WING 0001432387 MARSCH DARRYL R. C/O WINGSTOP INC. 5501 LBJ FREEWAY, 5TH FLOOR DALLAS TX 75240 0 1 0 0 See Remarks Common Stock, par value $0.01 per share 2018-02-20 4 M 0 1901 A 1901 D Common Stock, par value $0.01 per share 2018-02-20 4 S 0 547 44.03 D 1354 D Restricted Stock Units 2018-02-20 4 M 0 1901 0.00 D 2027-02-28 Common Stock 1901 3802 D Employee Stock Option (right to buy) 23.53 2018-02-20 4 A 0 1404 0.00 A 2026-08-03 Common Stock 1404 1404 D Restricted Stock Units 2018-02-20 4 A 0 3747 0.00 A 2019-02-20 2028-02-20 Common Stock 3747 3747 D Restricted stock units convert into common stock on a one-for-one basis. Represents shares withheld by Wingstop Inc. (the "Issuer") to cover estimated taxes arising from the settlement of restricted stock units. On February 28, 2017, the reporting person was granted 5,703 performance-based restricted stock units pursuant to the Issuer's 2015 Omnibus Incentive Compensation Plan (the "Plan"). The performance-based restricted stock units vest in three equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2017, 2018 and 2019. The performance criteria for 2017 were met, resulting in the vesting of 1,901 restricted stock units. The exercise price of this stock option was originally $26.70 per share. Pursuant to the terms of the Plan, the Compensation Committee reduced the exercise price of all outstanding options under the Plan by $3.17, the amount of the special cash dividend paid by the Issuer on February 14, 2018. As a result, the option exercise price of $26.70 was reduced to an exercise price of $23.53. The other terms of the options remain unchanged. On August 3, 2016, the reporting person was granted an option to purchase 5,618 shares of common stock. The option vests in four equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2017, 2018, 2019 and 2020. The performance criteria for 2017 were met, resulting in vesting of 1,404 shares. The restricted stock units are granted pursuant to the Plan. The restricted stock units will vest in three equal annual installments beginning on the first anniversary of the grant date. Senior Vice President, General Counsel and Secretary /s/ Darryl R. Marsch 2018-02-22