Sec Form 4 Filing - Kruguer Lawrence @ Wingstop Inc. - 2018-02-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person Kruguer Lawrence 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) See Remarks (Last) (First) (Middle) C/O WINGSTOP INC., 5501 LBJ FREEWAY, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2018 (Street) DALLAS, TX75240 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/20/2018 M 1,901 A 7,361 ( 2 ) D Common Stock, par value $0.01 per share 02/20/2018 S 532 ( 3 ) D $ 44.03 6,829 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 02/20/2018 M 1,901 ( 4 ) 02/28/2027 Common Stock 1,901 $ 0 3,802 D Employee Stock Option (right to buy) $ 12.93 ( 5 ) 02/20/2018 A 5,263 ( 6 ) 06/11/2025 Common Stock 5,263 $ 0 5,263 ( 6 ) D Restricted Stock Units ( 1 ) 02/20/2018 A 5,451 02/20/2019( 7 ) 02/20/2028 Common Stock 5,451 $ 0 5,451 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kruguer Lawrence C/O WINGSTOP INC. 5501 LBJ FREEWAY, 5TH FLOOR DALLAS, TX75240 See Remarks Signatures /s/ Darryl R. Marsch, as attorney-in-fact 02/22/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units convert into common stock on a one-for-one basis. ( 2 )An additional 6,130 shares of common stock were erroneously included in the reporting person's direct holdings on his Form 4 filed on May 23, 2017 and this error was carried forward in the reporting person's subsequent Form 4 filings. This Form 4 removes the 6,130 shares, none of which were ever held by the reporting person. ( 3 )Represents shares withheld by Wingstop Inc. (the "Issuer") to cover estimated taxes arising from the settlement of restricted stock units. ( 4 )On February 28, 2017, the reporting person was granted 5,703 performance-based restricted stock units pursuant to the Issuer's 2015 Omnibus Incentive Compensation Plan (the "Plan"). The performance-based restricted stock units 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 2017 were met, resulting in the vesting of 1,901 restricted stock units. ( 5 )The exercise price of this stock option was previously $16.10 per share. Pursuant to the terms of the Plan, the Compensation Committee reduced the exercise price of all outstanding options under the Plan by $3.17, the amount of the special cash dividend paid by the Issuer on February 14, 2018. As a result, the option exercise price of $16.10 was reduced to an exercise price of $12.93. The other terms of the options remain unchanged. ( 6 )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 2016 performance and 20% vesting based on performance in other fiscal years. The performance criteria for 2017 were met, resulting in vesting of 5,263 shares. ( 7 )The restricted stock units are granted pursuant to the Plan. The restricted stock units will vest in three equal annual installments beginning on the first anniversary of the grant date.

Remarks: Executive Vice President and Chief Operating Officer

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).

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