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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 2.44 | 04/10/2018 | M | 8,175 | (5) | 09/20/2023 | Common Stock | 8,175 | $ 0 | 8,175 | D | ||||
Employee Stock Option (right to buy) | $ 2.44 | 04/10/2018 | M | 4,175 | (6) | 09/20/2023 | Common Stock | 4,175 | $ 0 | 12,175 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Peterson Stacy C/O WINGSTOP INC. 5501 LBJ FREEWAY, 5TH FLOOR DALLAS, TX 75240 |
See Remarks |
/s/ Darryl R. Marsch, as attorney-in-fact | 04/12/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. Accordingly, the reporting person had no discretion with regard to the timing of the transaction. The plan was adopted to facilitate diversification within the reporting person's overall portfolio. |
(2) | Represents shares sold in the open market, a portion of the proceeds of which were used to pay the tax withholding obligations incurred upon the option exercises. |
(3) | The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $47.83 to $48.26. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of Wingstop Inc. (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. |
(4) | This transaction represents approximately 15.8% 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 78,043 shares. |
(5) | On September 20, 2013, the reporting person was granted an option to purchase 40,875 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2014, 2015, 2016, 2017 and 2018. |
(6) | On September 20, 2013, the reporting person was granted an option to purchase 40,875 shares of common stock. The option vests in five equal annual installments beginning on the first anniversary of the date of grant. |
Remarks: Executive Vice President and Chief Experience Officer |