WINMARK CORP — Director's Dealing 2012

Jan 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINMARK CORP (WINA)
CIK: 0000908315
Period of Report: 2012-01-25

Reporting Person: Goff Leah A (VP of Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-25	Common Stock	M	2500	$20.46	Acquired	2500	Direct
2012-01-25	Common Stock	M	2450	$20.32	Acquired	4950	Direct
2012-01-25	Common Stock	M	2500	$20.96	Acquired	7450	Direct
2012-01-25	Common Stock	S	4400	$64.23	Disposed	3050	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-25	Employee Stock Option (right to buy)	$20.46	M	2500	Disposed	2015-12-13	Common Stock (2500)	Direct
2012-01-25	Employee Stock Option (right to buy)	$20.32	M	2450	Disposed	2016-12-14	Common Stock (2450)	Direct
2012-01-25	Employee Stock Option (right to buy)	$20.96	M	2500	Disposed	2017-12-13	common stock (2500)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$16.52	2018-08-13	Common Stock (1250)	1250	Direct
Employee Stock Option (right to buy)	$12.75	2018-12-11	Common Stock (1250)	1250	Direct
Employee Stock Option (right to buy)	$13.01	2019-06-01	Common Stock (1250)	1250	Direct
Employee Stock Option (right to buy)	$22.15	2019-12-10	Common Stock (1750)	1750	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: 4,400 shares sold at an average price of $64.23, with a range of $63.76 - $64.65, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.