SEC Form 4 · accession 0001636222-19-000061
Wingstop Inc. · WING
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Maurice Cooper
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 | 1,083 | $0.00 | A | 1,083 | D | |
| Common Stock, par value $0.01 per shareF3,F4 | Mar 7, 2019 | S | 322 | $65.6048 | D | 761 | 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,F5 | $0.00 | Mar 6, 2019 | A | 3,645 | A | — | — | Common Stock, par value $0.01 per share | 3,645 | 3,645 | D |
Explanation of responses
- F1On July 31, 2018, the reporting person was granted 3,250 performance-based restricted stock units ("RSUs") pursuant to the Issuer's Omnibus Incentive Compensation (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 1,083 performance-based RSUs.
- F2RSUs convert into common stock on a one-for-one basis.
- F3Represents shares sold in the open market, the proceeds of which were used to pay the tax withholding obligations incurred upon the vesting of RSUs.
- F4The 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.
- F5The 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.
Remarks
Executive Vice President and Chief Growth and Experience Officer Exhibit List: Exhibit 24 - Power of Attorney