SEC Form 4 · accession 0001636222-19-000060
Wingstop Inc. · WING
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Skipworth
Officer — See Remarks
Period of report
Mar 6, 2019
Accepted (ET)
Mar 8, 2019 · 8:35 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 | 1,649 | $0.00 | A | 6,528 | D | |
| Common Stock, par value $0.01 per shareF3,F2 | Mar 6, 2019 | A | 1,726 | $0.00 | A | 8,254 | D | |
| Common Stock, par value $0.01 per shareF4,F5 | Mar 7, 2019 | S | 823 | $65.6048 | D | 7,431 | 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,F6 | $0.00 | Mar 6, 2019 | A | 3,872 | A | — | — | Common Stock, par value $0.01 per share | 3,872 | 3,872 | D |
| Employee Stock Option (right to buy)F7,F8 | $6.29 | Mar 6, 2019 | A | 2,725 | A | — | Dec 12, 2024 | Common Stock, par value $0.01 per share | 2,725 | 2,725 | D |
Explanation of responses
- F1On August 1, 2017, the reporting person was granted 4,948 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 2018, 2019 and 2020. The performance criteria for 2018 were met, resulting in the vesting of 1,649 performance-based RSUs.
- F2RSUs convert into common stock on a one-for-one basis.
- F3On February 20, 2018, the reporting person was granted 5,179 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 1,726 performance-based RSUs.
- F4Represents shares sold in the open market, the proceeds of which were used to pay the tax withholding obligations incurred upon the vesting of RSUs.
- 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.
- F6The 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.
- F7The exercise price has been reduced to $6.29 to reflect the impact of dividends paid to the Issuer's stockholders.
- F8On 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. The performance criteria for 2018 were met, resulting in the vesting of 2,725 shares.
Remarks
Executive Vice President and Chief Financial Officer