SEC Form 4 · accession 0001636222-19-000004
Wingstop Inc. · WING
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lawrence Kruguer
Officer — See Remarks
Period of report
Jan 7, 2019
Accepted (ET)
Jan 9, 2019 · 5:51 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 share | Jan 7, 2019 | M | 2,600 | $12.93 | A | 5,531 | D | |
| Common Stock, par value $0.01 per shareF2 | Jan 7, 2019 | S | 2,600 | $62.41 | D | 2,931 | 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)F3,F4 | $12.93 | Jan 7, 2019 | M | 2,600 | D | — | Jun 11, 2025 | Common Stock, par value $0.01 per share | 2,600 | 2,663 | D |
Explanation of responses
- F1This transaction was effected pursuant to a trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plan"). Accordingly, the reporting person had no discretion with regard to the timing of the transaction. The 10b5-1 Plan was adopted to facilitate diversification within the reporting person's overall portfolio.
- F2This transaction represents approximately 0.9% 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 43,764 shares.
- F3The exercise price of this stock option was previously $16.10 per share. In connection with a special cash dividend paid by the Issuer on February 14, 2018 and pursuant to the terms of the Issuer's 2015 Omnibus Incentive Compensation Plan (the "Plan"), the Compensation Committee of the Board of Directors of the Issuer reduced the exercise price of all eligible outstanding options under the Plan by $3.17, the amount of the special cash dividend. As a result, the option exercise price of $16.10 was reduced to an exercise price of $12.93. The other terms of the options remained unchanged.
- F4On June 11, 2015, the reporting person was granted an option to purchase 26,316 shares of common stock. The option vests in four installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2016, 2017, 2018, and 2019, with 40% vesting based on fiscal year 2016 performance and 20% vesting based on performance in each of the other fiscal years.
Remarks
Executive Vice President and Chief Operating Officer