SVP Corp Restaurants & CPO Upshaw Donnie was granted 11,641 shares and covered exercise/tax liability with 4,148 shares, increasing direct ownership by 2,765% to 7,764 units (SEC Form 4)
$WING
Restaurants
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Wingstop Inc. [ WING ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 02/18/2025 | A | 6,038(1) | A | $0(2) | 6,309 | D | |||
| Common Stock, par value $0.01 per share | 02/18/2025 | F | 1,942(3) | D | $306.02 | 4,367 | D | |||
| Common Stock, par value $0.01 per share | 02/18/2025 | A | 3,450(4) | A | $0(2) | 7,817 | D | |||
| Common Stock, par value $0.01 per share | 02/18/2025 | F | 1,358(3) | D | $306.02 | 6,459 | D | |||
| Common Stock, par value $0.01 per share | 02/18/2025 | A | 2,153(5) | A | $0(2) | 8,612 | D | |||
| Common Stock, par value $0.01 per share | 02/18/2025 | F | 848(3) | D | $306.02 | 7,764 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On December 7, 2021, the Reporting Person was granted 2,415 performance-based restricted stock units ("RSUs") pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the "Plan"). The performance-based RSUs vest based on the Issuer's satisfaction of certain performance criteria for the three-year period ended December 28, 2024, with the number that would vest upon maximum performance equal to 250% of the target number specified in the grant. The performance criteria were met at the maximum performance level, resulting in the vesting of 6,038 performance-based RSUs. |
| 2. RSUs convert into common stock on a one-for-one basis. |
| 3. Represents the number of shares withheld for the payment of tax liabilities in connection with the vesting of performance-based RSUs. The withholding of these shares occurred automatically upon the vesting of the RSUs, and as such, no investment decision was made by the Reporting Person in connection with this transaction. |
| 4. On March 2, 2022, the Reporting Person was granted 1,380 performance-based RSUs pursuant to the Plan. The performance-based RSUs vest based on the Issuer's satisfaction of certain performance criteria for the three-year period ended December 28, 2024, with the number that would vest upon maximum performance equal to 250% of the target number specified in the grant. The performance criteria were met at the maximum performance level, resulting in the vesting of 3,450 performance-based RSUs. |
| 5. On September 8, 2022, the Reporting Person was granted 861 performance-based RSUs pursuant to the Plan. The performance-based RSUs vest based on the Issuer's satisfaction of certain performance criteria for the three-year period ended December 28, 2024, with the number that would vest upon maximum performance equal to 250% of the target number specified in the grant. The performance criteria were met at the maximum performance level, resulting in the vesting of 2,153 performance-based RSUs. |
| Remarks: |
| /s/ Albert G. McGrath by Power of Attorney | 02/20/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||