SEC Form 4 · accession 0000899243-18-012460
Wingstop Inc. · WING
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles R Morrison
Officer — Chairman, President and CEO · Director
Period of report
May 9, 2018
Accepted (ET)
May 10, 2018 · 7:12 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 9, 2018 | M | 20,000 | $1.52 | A | 133,152 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | May 9, 2018 | S | 4,100 | $53.15 | D | 129,052 | D | |
| Common Stock, par value $0.01 per shareF2,F4,F5 | May 9, 2018 | S | 1,900 | $53.64 | D | 127,152 | 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)F6,F7 | $1.52 | May 9, 2018 | M | 20,000 | D | — | Aug 30, 2022 | Common Stock | 20,000 | 80,009 | D |
Explanation of responses
- F1This 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.
- F2Represents shares sold in the open market, the majority of the proceeds of which were used to pay the tax withholding obligations incurred upon the option exercise.
- F3The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $52.92 to $53.33. 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.
- F4The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $53.36 to $54.34. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.
- F5The May 9, 2018 sales represent approximately 1.9% 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 316,042 shares.
- F6The exercise price of the reporting person's stock option was originally $3.80 per share. The exercise price was initially reduced to $3.03 to reflect the impact of a dividend paid to the Issuer's stockholders in December 2012 and further reduced to $1.52 to reflect the impact of a second dividend paid to the Issuer's stockholders in December 2013.
- F7On August 30, 2012, the reporting person was granted an option to purchase 204,375 shares of common stock. The option vested in four equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2013, 2014, 2015 and 2016.