WINGSTOP INC. (Exact Name of Registrant As Specified in Its Charter)

Table of Contents As filed with the Securities and Exchange Commission on June 9, 2015 Registration No. 333-203891 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WINGSTOP INC. (Exact name of registrant as specified in its charter) Delaware 5812 47 -3494862 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 5501 LBJ Freeway, 5th Floor, Dallas, Texas 75240 (972) 686-6500 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Charles R. Morrison President and Chief Executive Officer Wingstop Inc. 5501 LBJ Freeway, 5th Floor, Dallas, Texas 75240 (972) 686-6500 (Name, address, including zip code, and telephone number, including area code, of agent for service) with copies to: Keith M. Townsend, Esq. Marc D. Jaffe, Esq. King & Spalding LLP Ian D. Schuman, Esq. 1180 Peachtree Street, N.E. Latham & Watkins LLP Atlanta, GA 30309 885 Third Avenue Telephone: (404) 572 -4600 New York, NY 10022 Facsimile: (404) 572 -5100 Telephone: (212) 906 -1200 Facsimile: (212) 751 -4864 Approximate date of commencement of proposed sale to the public : As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one): Larger accelerated filer Accelerated filer Non -accelerated filer (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Title of each class of Amount to be Offering Price Aggregate Amount of securities to be registered Registered (1) Per Share (2) Offering Price (1)(2) Registration Fee (3) Common Stock, par value $0.01 per share 6,670,000 $18.00 $120,060,000 $13,950.97 (1) Includes 870,000 shares of common stock that may be sold if the underwriters’ exercise their option to purchase additional shares. See “Underwriters (Conflicts of Interest). ” (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. (3) The Registrant previously paid $10,850.76 in connection with prior filings of this Registration Statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued June 9, 2015 5,800,000 shares Common stock This is the initial public offering of Wingstop Inc. We are offering 2,150,000 shares of common stock and the selling stockholders identified in this prospectus are offering 3,650,000 shares of common stock. We will not receive any of the proceeds from the sale of shares being sold by the selling stockholders in this offering. No public market currently exists for our shares. Our common stock has been approved for listing on The Nasdaq Global Select Market, or Nasdaq, under the symbol “WING.” The estimated initial public offering price is expected to be between $16.00 and $18.00 per share. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and will be subject to reduced public company reporting requirements. See “Prospectus Summary—Emerging Growth Company Status.” Investing in our common stock involves risks. See “ Risk Factors ” beginning on page 18. Underwriting Proceeds, Proceeds, before expenses discounts and before expenses Price to to the selling public commissions to us (1) stockholders Per share $ $ $ $ Total $ $ $ $ (1) We have agreed to reimburse the underwriters for certain FINRA -related expenses. See “Underwriters (Conflicts of Interest). ” The underwriters may also exercise their option to purchase up to an additional 870,000 shares of common stock from one of the selling stockholders identified in this prospectus. The underwriters can exercise this option at any time within 30 days from the date of this prospectus. Neither the Securities and Exchange Commission, or SEC, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock on or about , 2015. Morgan Stanley Jefferies Baird Goldman, Sachs & Co. Barclays Wells Fargo Securities , 2015 Table of Contents WELCOMEWeItforget. ’s ’flavorre notBecause thatin TOthe defines when wingWINGSTOP youbusiness.us. Itcrave inspires Wewings,’ reour in ordinary fans the flavorand just fuels business. won their’t do. crave. It ’ s been It ’s our missionunfair advantage to serve theand world has made flavor Wingstop since we one first of opened the fastest shop growing in ‘94, and brands we ’ inre justthe restaurantgetting started. indus try. We ’re tough to Table of Contents Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1 RISK FACTORS 18 FORWARD -LOOKING STATEMENTS 41 USE OF PROCEEDS 43 DIVIDEND POLICY 44 CAPITALIZATION 45 DILUTION 46 SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA 48 MANAGEMENT ’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 51 BUSINESS 75 MANAGEMENT 96 EXECUTIVE COMPENSATION 104 PRINCIPAL AND SELLING STOCKHOLDERS 118 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 121 DESCRIPTION OF CAPITAL STOCK 123 SHARES ELIGIBLE FOR FUTURE SALE 128 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON -U.S. HOLDERS 131 UNDERWRITERS (CONFLICTS OF INTEREST) 135 LEGAL MATTERS 142 EXPERTS 142 CHANGE IN INDEPENDENT ACCOUNTANT 142 WHERE YOU CAN FIND MORE INFORMATION 143 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus or in any free-writing prospectus we may specifically authorize to be delivered or made available to you. Neither we, the selling stockholders, nor the underwriters (or any of our or their respective affiliates) authorized anyone to provide you with additional or different information. Neither we, the selling stockholders, nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling stockholders and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where such offers and sales are permitted. The information in this prospectus or any free-writing prospectus is accurate only as of its date, regardless of its time of delivery or the time of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. Until , 2015 (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions. i Table of Contents MARKET DATA AND FORECASTS Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from independent industry analysts and publications, as well as our own estimates and research. The term “designated market area,” or “DMA,” refers

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