SEC Form 4 · accession 0000899243-18-012458
Wingstop Inc. · WING
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Skipworth
Officer — See Remarks
Period of report
May 8, 2018
Accepted (ET)
May 10, 2018 · 7:11 pm EDT
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 share | May 8, 2018 | M | 2,725 | $6.29 | A | 3,342 | D | |
| Common Stock, par value $0.01 per share | May 8, 2018 | M | 2,725 | $6.29 | A | 6,067 | D | |
| Common Stock, par value $0.01 per shareF1,F2 | May 8, 2018 | S | 1,860 | $54.52 | D | 4,207 | D | |
| Common Stock, par value $0.01 per shareF3 | May 10, 2018 | S | 2,500 | $53.18 | D | 1,707 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4,F5 | $6.29 | May 8, 2018 | M | 2,725 | D | — | Dec 12, 2024 | Common Stock | 2,725 | 0 | D |
| Employee Stock Option (right to buy)F4,F6 | $6.29 | May 8, 2018 | M | 2,725 | D | — | Dec 12, 2024 | Common Stock | 2,725 | 5,450 | D |
Explanation of responses
- F1Represents 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.
- F2The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $54.42 to $54.56. 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 (2) to this Form 4.
- F3The May 8, 2018 and May 10, 2018 sales represent approximately 18.6% 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 23,408 shares.
- F4The exercise price was reduced to $6.29 to reflect the impact of a dividend paid to the Issuer's stockholders in each of March 2015 and June 2016.
- F5On December 12, 2014 the reporting person was granted an option to purchase 13,625 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 2015, 2016, 2017, 2018 and 2019.
- F6On December 12, 2014 the reporting person was granted an option to purchase 13,625 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 Financial Officer