| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
See
Instruction 1(b).
|
1. Name and Address of Reporting Person
*
| C/O WINGSTOP INC. |
| 5501 LBJ FREEWAY, 5TH FLOOR |
(Street)
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2. Issuer Name
and
Ticker or Trading Symbol
Wingstop Inc.
[
WING
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| See Remarks |
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3. Date of Earliest Transaction
(Month/Day/Year)
07/31/2018
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check
Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting
Person |
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned |
|---|
| 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)
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4.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported
Transaction(s) (Instr.
3 and 4)
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6.
Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7.
Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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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
|
|
07/31/2018 |
|
A |
|
3,250
|
|
|
07/31/2028 |
Common Stock
|
3,250
|
$
0
|
3,250
|
D
|
|
| Explanation of Responses: |
|
|
| Remarks: |
Senior Vice President and Chief Marketing Officer
Exhibit List: Exhibit 24 - Power of Attorney |
|
/s/ Ryan Clyde, as attorney-in-fact |
08/02/2018 |
|
** 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. |
POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
The undersigned hereby makes, constitutes and appoints each of the Chief
Executive Officer, Chief Financial Officer, General Counsel, Corporate
Controller, and Assistant Secretary of Wingstop Inc., a Delaware corporation, or
any successor thereto (the "Company"), as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described on
behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute in the undersigned's name and on the undersigned's
behalf and submit to the U.S. Securities and Exchange Commission (the
"SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required
by Section 16(a) of the Securities Exchange Act of 1934 (as amended,
the "Exchange Act") or any rule or regulation of the SEC;
(2) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
(including any amendments thereto) with respect to the securities of
the Company, with the SEC, any national securities exchange and the
Company, as considered necessary or advisable under Section 16(a) of
the Exchange Act of 1934 and the rules and regulations promulgated
thereunder;
(3) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information of transactions in the Company's
securities from any third party, including brokers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes
any such person to release any such information to the undersigned and
approves and ratifies any such release of information; and
(4) perform any and all other acts which in the discretion of such
attorneys-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, such
attorneys-in-fact to act in their discretion on information provided to
such attorney-in-fact without independent verification of such
information;
(2) any documents prepared and/or executed by such attorneys-in-fact on
behalf of the undersigned pursuant to this Power of Attorney will be in
such form and will contain such information and disclosure as such
attorneys-in-fact, in his or her discretion, deems necessary or
desirable;
(3) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under
the Exchange Act, including without limitation the reporting
requirements under Section 16 of the Exchange Act; and
(4) neither the Company nor such attorneys-in-fact assumes any liability
for the undersigned's responsibility or failure to comply with the
requirements of the Exchange Act, including without limitation for
profit disgorgement under Section 16(b) of the Exchange Act.
The undersigned hereby ratifies all that such attorneys-in-fact, for and on
behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Power of Attorney.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 31st day of July, 2018.
Signature: /s/ Maurice Cooper
--------------------------
Name: Maurice Cooper
