SEC Form 4 · accession 0001636222-19-000058
Wingstop Inc. · WING
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lawrence Kruguer
Officer — See Remarks
Period of report
Mar 6, 2019
Accepted (ET)
Mar 8, 2019 · 8:33 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,F2 | Mar 6, 2019 | A | 1,901 | $0.00 | A | 4,832 | D | |
| Common Stock, par value $0.01 per shareF3,F2 | Mar 6, 2019 | A | 1,817 | $0.00 | A | 6,649 | D | |
| Common Stock, par value $0.01 per shareF5,F6 | Mar 7, 2019 | S | 3,718 | $65.6048 | 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 UnitsF2,F7 | $0.00 | Mar 6, 2019 | A | 3,645 | A | — | — | Common Stock, par value $0.01 per share | 3,645 | 3,645 | D |
| Employee Stock Option (right to buy)F8,F9 | $12.93 | Mar 6, 2019 | A | 5,263 | A | — | Jun 11, 2025 | Common Stock, par value $0.01 per share | 5,263 | 5,263 | D |
Explanation of responses
- F1On February 28, 2017, the reporting person was granted 5,703 performance-based restricted stock units ("RSUs") pursuant to the Issuer's 2015 Omnibus Incentive Compensation Plan (the "Plan"). The performance-based RSUs 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 2018 were met, resulting in the vesting of 1,901 performance-based RSUs.
- F2RSUs convert into common stock on a one-for-one basis.
- F3On February 20, 2018, the reporting person was granted 5,451 performance-based RSUs pursuant to the Plan. The performance-based RSUs vest in three equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2018, 2019 and 2020. The performance criteria for 2018 were met, resulting in the vesting of 1,817 performance-based RSUs.
- F4This 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.
- F5The shares were sold in multiple transactions at prices ranging from $65.00 to $65.96. 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.
- F6This transaction represents approximately 7.8% of the reporting person's total holdings of common stock (including service-based options, vested performance-based options, service-based RSUs, and unvested restricted stock awards) on a pre-transaction basis, which represents 47,408 shares.
- F7The RSUs were granted on March 6, 2019 pursuant to the Plan and will vest in three equal annual installments beginning on the first anniversary of the grant date.
- F8The exercise price has been reduced to $12.93 to reflect the impact of dividends paid to the Issuer's stockholders.
- F9On 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. The performance criteria for 2018 were met, resulting in the vesting of 5,263 shares.
Remarks
Executive Vice President and Chief Operating Officer