Alex Kaleida - Feb 21, 2023 Form 4 Insider Report for Wingstop Inc. (WING)

Role: SVP, Chief Financial Officer
Signature: /s/ Albert G. McGrath by Power of Attorney
Stock symbol: WING
Transactions as of: Feb 21, 2023
Transactions value $: -$37,397
Form type: 4
Date filed: 2/23/2023, 04:39 PM
Previous filing: Jun 14, 2022
Next filing: Mar 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WING	Common Stock, par value $0.01 per share	Award	$0	+267	+13.02%	$0.00	2.32K	Feb 21, 2023	Direct	F1, F2
transaction	WING	Common Stock, par value $0.01 per share	Tax liability	-$13.6K	-82	-3.54%	$166.21	2.24K	Feb 21, 2023	Direct	F3
transaction	WING	Common Stock, par value $0.01 per share	Award	$0	+380	+17%	$0.00	2.62K	Feb 21, 2023	Direct	F2, F4
transaction	WING	Common Stock, par value $0.01 per share	Tax liability	-$18.1K	-109	-4.17%	$166.21	2.51K	Feb 21, 2023	Direct	F3
transaction	WING	Common Stock, par value $0.01 per share	Award	$0	+141	+5.63%	$0.00	2.65K	Feb 21, 2023	Direct	F2, F5
transaction	WING	Common Stock, par value $0.01 per share	Tax liability	-$5.65K	-34	-1.19%	$166.21	2.81K	Feb 21, 2023	Direct	F3, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On March 4, 2020, the Reporting Person was granted 801 performance-based restricted stock units ("RSUs") pursuant to the Wingstop Inc. 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 2020, 2021 and 2022. The performance criteria for 2022 were met, resulting in the vesting of 267 performance-based RSUs.
F2	RSUs convert into common stock on a one-for-one basis.
F3	Represents the number of shares withheld for the payment of tax liabilities in connection with the vesting of performance-based RSUs. The withholding of these shares occurred automatically upon the vesting of the RSUs, and as such, no investment decision was made by the Reporting Person in connection with this transaction.
F4	On August 20, 2020, the Reporting Person was granted 152 performance-based RSUs pursuant to the Plan. The performance-based RSUs vest based on the Issuer's satisfaction of certain performance criteria for the three-year period ended December 31, 2022, with the number that would vest upon maximum performance equal to 250% of the target number specified in the grant. The performance criteria were met at the maximum performance level, resulting in the vesting of 380 performance-based RSUs.
F5	On March 3, 2021, the Reporting Person was granted 424 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 2021, 2022 and 2023. The performance criteria for 2022 were met, resulting in the vesting of 141 performance-based RSUs.
F6	Includes 72 shares of common stock acquired under the Issuer's Employee Stock Purchase Plan ("ESPP") on June 24, 2022, and 128 shares of common stock acquired under the Issuer's ESPP on December 29, 2022.