WINMARK CORP — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINMARK CORP (WINA)
CIK: 0000908315
Period of Report: 2012-01-31

Reporting Person: Hovey Merry Beth (VP of Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Stock	M	2300	$20.96	Acquired	2800	Direct
2012-01-31	Common Stock	M	337	$16.52	Acquired	3137	Direct
2012-01-31	Common Stock	M	637	$12.75	Acquired	3774	Direct
2012-01-31	Common Stock	M	325	$13.01	Acquired	4099	Direct
2012-01-31	Common Stock	S	900	$68.94	Disposed	3199	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-31	Employee Stock Option (right to buy)	$20.96	M	2300	Disposed	2017-12-13	Common Stock (2300)	Direct
2012-01-31	Employee Stock Option (right to buy)	$16.52	M	337	Disposed	2018-08-13	Common Stock (650)	Direct
2012-01-31	Employee Stock Option (right to buy)	$12.75	M	637	Disposed	2018-12-11	Common Stock (950)	Direct
2012-01-31	Employee Stock Option (right to buy)	$13.01	M	325	Disposed	2019-06-01	Common Stock (950)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$22.15	2019-12-10	Common Stock (1250)	1250	Direct
Employee Stock Option (right to buy)	$31.19	2020-06-01	Common Stock (1250)	1250	Direct
Employee Stock Option (right to buy)	$32.92	2020-12-14	Common Stock (1250)	1250	Direct
Employee Stock Option (right to buy)	$37.76	2021-06-01	Common Stock (1250)	1250	Direct
Employee Stock Option (right to buy)	$53.34	2021-12-08	Common Stock (1250)	1250	Direct

Footnotes

F1: 25% per year for four years

F2: 900 shares sold at an average price of $68.94, with a range of $68.76 to $69.19, to cover a portion of the exercise price of option exercises included on this Form 4.