SEC Form 4
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*
Carona Marisa
(Last) (First) (Middle)
C/O WINGSTOP INC.
15505 WRIGHT BROTHERS DRIVE
(Street)
ADDISON TX 75001
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Wingstop Inc. [ WING ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Chief US Franchise Ops
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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) 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 03/08/2024 M 684 A $74.77 3,029 D
Common Stock, par value $0.01 per share 03/08/2024 M 484 A $125.11 3,513 D
Common Stock, par value $0.01 per share 03/08/2024 M 719 A $140.94 4,232 D
Common Stock, par value $0.01 per share 03/08/2024 S 1,887 D $372.2807 2,345 D
Common Stock, par value $0.01 per share 03/08/2024 S 699 D $371.0853 1,646 D
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) 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
Restricted Stock Units (1) 03/07/2024 A 1,098 (2) (2) Common Stock, par value $0.01 per share 1,098 $0 1,098 D
Employee Stock Option (right to buy) $74.77(3) 03/08/2024 M 684 (4) 03/04/2030 Common Stock, par value $0.01 per share 684 $74.77 0 D
Employee Stock Option (right to buy) $125.11(5) 03/08/2024 M 484 (6) 03/03/2031 Common Stock, par value $0.01 per share 484 $125.11 485 D
Employee Stock Option (right to buy) $140.94(7) 03/08/2024 M 719 (8) 03/02/2032 Common Stock, par value $0.01 per share 719 $140.94 1,438 D
Explanation of Responses:
1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
2. The RSUs were granted on March 7, 2024 pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the "Plan"). The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date.
3. The exercise price of this stock option was originally $83.77 per share but was reduced to $78.77 to reflect the impact of special dividends paid to our stockholders.
4. On March 4, 2020, the Reporting Person was granted an option to purchase 2,052 shares of common stock pursuant to the Plan. The option vested and became exercisable in three equal annual installments beginning on the first anniversary of the date of grant.
5. The exercise price of this stock option was originally $129.11 per share but was reduced to $125.11 per share to reflect the impact of special dividends paid to our stockholders.
6. On March 3, 2021, the Reporting Person was granted an option to purchase 1,453 shares of common stock pursuant to the Plan. The option vested and became exercisable in three equal annual installments beginning on the first anniversary of the date of grant.
7. The exercise price of this stock option was originally $144.94 per share but was reduced to $140.94 per share to reflect the impact of special dividends paid to our stockholders.
8. On March 2, 2022, the Reporting Person was granted an option to purchase 2,157 shares of common stock pursuant to the Plan. The option vests and becomes exercisable in three equal annual installments beginning on the first anniversary of the date of grant.
Remarks:
/s/ Albert G. McGrath by Power of Attorney 03/08/2024
** 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.
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