Sec Form 4 Filing - Morrison Charles R @ Wingstop Inc. - 2018-05-09

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 Morrison Charles R 2. Issuer Name and Ticker or Trading Symbol Wingstop Inc. [ WING] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) C/O WINGSTOP INC., 5501 LBJ FREEWAY, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2018 (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 05/09/2018 M 20,000 A $ 1.52 133,152 D Common Stock, par value $0.01 per share 05/09/2018 S( 1 ) 4,100 ( 2 ) D $ 53.15 ( 3 ) 129,052 D Common Stock, par value $0.01 per share 05/09/2018 S( 1 ) 1,900 ( 2 ) D $ 53.64 ( 4 ) 127,152 ( 5 ) 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 Employee Stock Option (right to buy) $ 1.52 ( 6 ) 05/09/2018 M 20,000 ( 7 ) 08/30/2022 Common Stock 20,000 $ 0 80,009 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morrison Charles R C/O WINGSTOP INC. 5501 LBJ FREEWAY, 5TH FLOOR DALLAS, TX75240 X Chairman, President and CEO Signatures /s/ Darryl R. Marsch, as attorney-in-fact 05/10/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. Accordingly, the reporting person had no discretion with regard to the timing of the transaction. The plan was adopted to facilitate diversification within the reporting person's overall portfolio. ( 2 )Represents shares sold in the open market, the majority of the proceeds of which were used to pay the tax withholding obligations incurred upon the option exercise. ( 3 )The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $52.92 to $53.33. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of Wingstop Inc. (the "Issuer"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4. ( 4 )The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $53.36 to $54.34. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4. ( 5 )The May 9, 2018 sales represent approximately 1.9% of the reporting person's total holdings of common stock (including service-based options, vested performance-based options and service-based restricted stock units) on a pre-transaction basis, which represents 316,042 shares. ( 6 )The exercise price of the reporting person's stock option was originally $3.80 per share. The exercise price was initially reduced to $3.03 to reflect the impact of a dividend paid to the Issuer's stockholders in December 2012 and further reduced to $1.52 to reflect the impact of a second dividend paid to the Issuer's stockholders in December 2013. ( 7 )On August 30, 2012, the reporting person was granted an option to purchase 204,375 shares of common stock. The option vested in four equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2013, 2014, 2015 and 2016.

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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