Sec Form 4 Filing - Morrison Charles R @ Wingstop Inc. - 2020-03-04

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) 03/04/2020 (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 03/04/2020 A 35,125 ( 1 ) A $ 0 ( 2 ) 124,332 D Common Stock, par value $0.01 per share 03/05/2020 S( 3 ) 11,463 D $ 80.18 ( 4 ) 112,869 ( 5 ) D Common Stock, par value $0.01 per share 03/05/2020 S( 3 ) 23,662 D $ 81.2 ( 6 ) 89,207 ( 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) $ 83.77 03/04/2020 A 33,160 03/04/2021( 7 ) 03/04/2030 Common Stock, par value $0.01 per share 33,160 $ 0 33,160 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/ Kelley Hartley, as attorney-in-fact 03/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 31, 2017, the reporting person was granted 35,125 performance-based restricted stock units ("RSUs") pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the "Plan"). The performance-based RSUs vest based on the Issuer's satisfaction of certain performance criteria over a three-year performance period. The performance criteria were met, resulting in the vesting of 35,125 performance-based RSUs. ( 2 )RSUs convert into common stock on a one-for-one basis. ( 3 )This transaction was effected pursuant to a trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plan"). Accordingly, the reporting person had no discretion with regard to the timing of the transaction. The 10b5-1 Plan was adopted to facilitate diversification within the reporting person's overall portfolio. A portion of the proceeds from the sale were used to pay the tax withholding obligations incurred in connection with the vesting of 35,125 performance-based RSUs. ( 4 )The shares were sold in multiple transactions at prices ranging from $79.70 to $80.64. 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. ( 5 )The transactions reported on rows 2 and 3 of this Table I represent approximately 14.1% 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 248,685 shares. ( 6 )The shares were sold in multiple transactions at prices ranging from $80.78 to $81.59. 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. ( 7 )The stock option was granted on March 4, 2020 pursuant to the Plan. The shares underlying this stock option will vest and become exercisable in three equal annual installments beginning on the first anniversary of the grant 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).

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