0001193125-16-428001.txt : 20160112 0001193125-16-428001.hdr.sgml : 20160112 20160112170102 ACCESSION NUMBER: 0001193125-16-428001 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160112 DATE AS OF CHANGE: 20160112 GROUP MEMBERS: NEAL K. ARONSON SUBJECT COMPANY: 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: 1226 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89243 FILM NUMBER: 161339309 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RC II WS LLC CENTRAL INDEX KEY: 0001644709 IRS NUMBER: 272121587 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1180 PEACHTREE STREET STREET 2: SUITE 2500 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4045915200 MAIL ADDRESS: STREET 1: 1180 PEACHTREE STREET STREET 2: SUITE 2500 CITY: ATLANTA STATE: GA ZIP: 30309 SC 13G 1 d119860dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

Wingstop Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title and Class of Securities)

974155-10-3

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


Schedule 13G

 

CUSIP No. 974155-10-3   Page 2

 

  1   

NAME OF REPORTING PERSON

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

RC II WS LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Georgia

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

19,120,390

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

19,120,390

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,120,390

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

66.9%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO


Schedule 13G

 

CUSIP No. 974155-10-3   Page 3

 

  1   

NAME OF REPORTING PERSON

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Neal K. Aronson

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Georgia

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

19,120,390

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

19,120,390

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,120,390

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

66.9%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN


Schedule 13G

 

CUSIP No. 974155-10-3   Page  4

 

Item 1.

 

  (a) Name of Issuer – Wingstop Inc.

 

  (b) Address of Issuer’s Principal Executive Offices – 5501 LBJ Freeway, 5th Floor, Dallas, TX 75240

Item 2.

 

  (a) Name of Person Filing

 

RC II WS LLC

  

Neal K. Aronson

  

(b) Address of Principal Business Office or, if none, Residence – The principal business office of the reporting persons is c/o Roark Capital, 1180 Peachtree Street NE, Suite 2500, Atlanta, GA 30309.

 

  (c) Citizenship –

 

RC II WS LLC

   Georgia

Neal K. Aronson

   Georgia

 

  (d) Title of Class of Securities – Common Stock, par value $0.01 per share

 

  (e) CUSIP Number – 974155-10-3

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

  (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

  (g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

 

  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

  (j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership


Schedule 13G

 

CUSIP No. 974155-10-3   Page  5

 

With respect to the beneficial ownership of the reporting persons, see Items 5 through 11 of the cover page to this Schedule 13G, which are incorporated herein by reference.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

    RC II WS LLC
    By:   /s/ Stephen D. Aronson
    Name: Stephen D. Aronson
Date: January 12, 2016     Title: Authorized Signatory
    Neal K. Aronson
    By:   /s/ Neal K. Aronson
    Name: Neal K. Aronson
EX-99.1 2 d119860dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01, of Wingstop Inc., a Delaware corporation, and further agrees that this joint filing agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: January 12, 2016

[signatures on next page]


    RC II WS LLC
    By:   /s/ Stephen D. Aronson
    Name: Stephen D. Aronson
Date: January 12, 2016     Title: Authorized Signatory
    Neal K. Aronson
    By:   /s/ Neal K. Aronson
    Name: Neal K. Aronson