WINMARK CORP — Director's Dealing 2012

Dec 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINMARK CORP (WINA)
CIK: 0000908315
Period of Report: 2012-12-20

Reporting Person: Phillips Dean B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-20	Common Stock	M	25000	$17.53	Acquired	32000	Direct
2012-12-20	Common stock	M	2000	$20.96	Acquired	34000	Direct
2012-12-20	Common Stock	M	2000	$12.75	Acquired	36000	Direct
2012-12-20	Common Stock	M	750	$13.01	Acquired	36750	Direct
2012-12-20	Common Stock	M	750	$22.15	Acquired	37500	Direct
2012-12-20	Common Stock	M	500	$31.19	Acquired	38000	Direct
2012-12-20	Common Stock	M	500	$32.92	Acquired	38500	Direct
2012-12-20	Common Stock	M	250	$37.76	Acquired	38750	Direct
2012-12-20	Common Stock	M	250	$53.34	Acquired	39000	Direct
2012-12-20	Common Stock	D	16000	$55.60	Disposed	23000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-20	Nonemployee Director Stock Option (right to buy)	$17.53	M	25000	Disposed	2013-05-02	Common Stock (25000)	Direct
2012-12-20	Nonemployee Director Stock Option (right to buy)	$20.96	M	2000	Disposed	2013-12-13	Common Stock (2000)	Direct
2012-12-20	Nonemployee Director Stock Option (right to buy)	$12.75	M	2000	Disposed	2018-12-11	Common Stock (2000)	Direct
2012-12-20	Non-Employee Director Stock Option (right to buy)	$13.01	M	750	Disposed	2019-06-01	Common Stock (1000)	Direct
2012-12-20	Nonemployee Director Stock Option (right to buy)	$22.15	M	750	Disposed	2019-12-10	Common Stock (1000)	Direct
2012-12-20	Non-Employee Director Stock Option (right to buy)	$31.19	M	500	Disposed	2020-06-01	Common Stock (1000)	Direct
2012-12-20	Non-Employee Director Stock Option (right to buy)	$32.92	M	500	Disposed	2020-12-14	Common Stock (1000)	Direct
2012-12-20	Non-Employee Director Stock Option (right to buy)	$37.76	M	250	Disposed	2021-06-01	Common Stock (1000)	Direct
2012-12-20	Nonemployee Director Stock Option (right to buy)	$53.34	M	250	Disposed	2021-12-08	Common Stock (1000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Employee Director Stock Option (right to buy)	$51.17	2022-06-01	Common Stock (1000)	1000	Direct
Non-Employee Director Stock Option (right to buy)	$55.72	2022-12-13	Common Stock (1000)	1000	Direct

Footnotes

F1: 20% per year for five years.

F2: 25% per year for four years.