SEC Form 4 · accession 0000899243-18-005119
Wingstop Inc. · WING
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Darryl R. Marsch
Officer — See Remarks
Period of report
Feb 20, 2018
Accepted (ET)
Feb 22, 2018 · 6:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001636222
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | Feb 20, 2018 | M | 1,901 | — | A | 1,901 | D | |
| Common Stock, par value $0.01 per shareF2 | Feb 20, 2018 | S | 547 | $44.03 | D | 1,354 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F3 | — | Feb 20, 2018 | M | 1,901 | D | — | Feb 28, 2027 | Common Stock | 1,901 | 3,802 | D |
| Employee Stock Option (right to buy)F5,F4 | $23.53 | Feb 20, 2018 | A | 1,404 | A | — | Aug 3, 2026 | Common Stock | 1,404 | 1,404 | D |
| Restricted Stock UnitsF1,F6 | — | Feb 20, 2018 | A | 3,747 | A | Feb 20, 2019 | Feb 20, 2028 | Common Stock | 3,747 | 3,747 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2Represents shares withheld by Wingstop Inc. (the "Issuer") to cover estimated taxes arising from the settlement of restricted stock units.
- F3On 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.
- F4The 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.
- F5On 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.
- F6The 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.
Remarks
Senior Vice President, General Counsel and Secretary