SEC Form 4 · accession 0001636222-19-000023
Wingstop Inc. · WING
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lawrence Kruguer
Officer — See Remarks
Period of report
Feb 20, 2019
Accepted (ET)
Feb 22, 2019 · 7:10 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, 2019 | M | 1,817 | $0.00 | A | 4,748 | D | |
| Common Stock, par value $0.01 per shareF3,F4 | Feb 21, 2019 | S | 1,817 | $67.03 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F5 | — | Feb 20, 2019 | M | 1,817 | D | — | — | Common Stock, par value $0.01 per share | 1,817 | 3,634 | D |
Explanation of responses
- F1Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
- F2This 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.
- F3The shares were sold in multiple transactions at prices ranging from $67.00 to $67.08. The price reported above reflects the weighted-average price. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
- F4This transaction represents approximately 4.7% of the reporting person's total holdings of common stock (including service-based options, vested performance-based options and service-based RSUs) on a pre-transaction basis, which represents 38,501 shares.
- F5The RSUs were granted on February 20, 2018 pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date.
Remarks
Executive Vice President and Chief Operating Officer