Sec Form 4 Filing - Skipworth Michael @ Wingstop Inc. - 2019-03-06

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 Skipworth Michael 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) 03/06/2019 (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 03/06/2019 A 1,649 ( 1 ) A $ 0 ( 2 ) 6,528 D Common Stock, par value $0.01 per share 03/06/2019 A 1,726 ( 3 ) A $ 0 ( 2 ) 8,254 D Common Stock, par value $0.01 per share 03/07/2019 S 823 ( 4 ) D $ 65.6048 ( 5 ) 7,431 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 $ 0 ( 2 ) 03/06/2019 A 3,872 ( 6 ) ( 6 ) Common Stock, par value $0.01 per share 3,872 $ 0 3,872 D Employee Stock Option (right to buy) $ 6.29 ( 7 ) 03/06/2019 A 2,725 ( 8 ) 12/12/2024 Common Stock, par value $0.01 per share 2,725 $ 0 2,725 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Skipworth Michael C/O WINGSTOP INC. 5501 LBJ FREEWAY, 5TH FLOOR DALLAS, TX75240 See Remarks Signatures /s/ Ryan Clyde, as attorney-in-fact 03/08/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 1, 2017, the reporting person was granted 4,948 performance-based restricted stock units ("RSUs") pursuant to the Issuer's 2015 Omnibus Incentive Compensation Plan (the "Plan"). The performance-based RSUs vest in three equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2018, 2019 and 2020. The performance criteria for 2018 were met, resulting in the vesting of 1,649 performance-based RSUs. ( 2 )RSUs convert into common stock on a one-for-one basis. ( 3 )On February 20, 2018, the reporting person was granted 5,179 performance-based RSUs pursuant to the Plan. The performance-based RSUs vest in three equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2018, 2019 and 2020. The performance criteria for 2018 were met, resulting in the vesting of 1,726 performance-based RSUs. ( 4 )Represents shares sold in the open market, the proceeds of which were used to pay the tax withholding obligations incurred upon the vesting of RSUs. ( 5 )The shares were sold in multiple transactions at prices ranging from $65.00 to $65.96. The price reported above reflects the weighted-average price. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. ( 6 )The RSUs were granted on March 6, 2019 pursuant to the Plan and will vest in three equal annual installments beginning on the first anniversary of the grant date. ( 7 )The exercise price has been reduced to $6.29 to reflect the impact of dividends paid to the Issuer's stockholders. ( 8 )On December 12, 2014 the reporting person was granted an option to purchase 13,625 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years 2015, 2016, 2017, 2018 and 2019. The performance criteria for 2018 were met, resulting in the vesting of 2,725 shares.

Remarks: Executive Vice President and Chief Financial 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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