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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 (2) | 03/06/2019 | A | 3,645 | (7) | (7) | Common Stock, par value $0.01 per share | 3,645 | $ 0 | 3,645 | D | ||||
| Employee Stock Option (right to buy) | $ 12.93 (8) | 03/06/2019 | A | 5,263 | (9) | 06/11/2025 | Common Stock, par value $0.01 per share | 5,263 | $ 0 | 5,263 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kruguer Lawrence C/O WINGSTOP INC. 5501 LBJ FREEWAY, 5TH FLOOR DALLAS, TX 75240 |
See Remarks | |||
| /s/ Ryan Clyde, as attorney-in-fact | 03/08/2019 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On 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. |
| (2) | RSUs convert into common stock on a one-for-one basis. |
| (3) | On 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. |
| (4) | This 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. |
| (5) | The 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. |
| (6) | This 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. |
| (7) | The 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. |
| (8) | The exercise price has been reduced to $12.93 to reflect the impact of dividends paid to the Issuer's stockholders. |
| (9) | On 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 | |