WINMARK CORP — Director's Dealing 2012

Jan 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINMARK CORP (WINA)
CIK: 0000908315
Period of Report: 2012-01-19

Reporting Person: HEFFES BRETT D (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-19	Common Stock	S	15000	$62.86	Disposed	38820	Direct
2012-01-19	Common Stock	F	17096	$62.80	Disposed	21724	Direct
2012-01-19	Common Stock	M	15000	$18.25	Acquired	36724	Direct
2012-01-19	Common Stock	M	15000	$26.05	Acquired	51724	Direct
2012-01-19	Common Stock	M	20000	$20.46	Acquired	71724	Direct
2012-01-20	Common Stock	S	4500	$64.15	Disposed	67224	Direct
2012-01-20	Common Stock	F	6186	$64.05	Disposed	61038	Direct
2012-01-20	Common Stock	M	19500	$20.32	Acquired	80538	Direct
2012-01-23	Common Stock	S	100	$64.54	Disposed	80438	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-19	Employee Stock Option (right to buy)	$18.25	M	15000	Disposed	2013-12-16	Common Stock (15000)	Direct
2012-01-19	Employee Stock Option (right to buy)	$26.05	M	15000	Disposed	2014-12-09	Common Stock (15000)	Direct
2012-01-19	Employee Stock Option (right to buy)	$20.46	M	20000	Disposed	2015-12-13	Common Stock (20000)	Direct
2012-01-20	Employee Stock Option (right to buy)	$20.32	M	19500	Disposed	2016-12-14	Common Stock (19500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1300	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$20.96	2017-12-13	common stock (22500)	22500	Direct
Employee Stock Option (right to buy)	$16.52	2018-08-13	Common Stock (11250)	11250	Direct
Employee Stock Option (right to buy)	$12.75	2018-12-11	Common Stock (16000)	16000	Direct
Employee Stock Option (right to buy)	$13.01	2019-06-01	Common Stock (10000)	10000	Direct
Employee Stock Option (right to buy)	$22.15	2019-12-10	Common Stock (10000)	10000	Direct
Employee Stock Option (right to buy)	$31.19	2020-06-01	Common Stock (10000)	10000	Direct
Employee Stock Option (right to buy)	$32.92	2020-12-14	Common Stock (9250)	9250	Direct
Employee Stock Option (right to buy)	$37.76	2021-06-01	Common Stock (9250)	9250	Direct
Employee Stock Option (right to buy)	$53.34	2021-12-08	Common Stock (9250)	9250	Direct

Footnotes

F1: 25% per year for four years.

F2: 15,000 shares sold at an average price of $62.86, with a range of $62.50 to $63.37, to cover taxes due on option exercises included on this Form 4.

F3: 17,096 shares delivered in payment of exercise price of option exercises included on this Form 4, valued at the closing price of the shares on January 19, 2012 of $62.80.

F4: 4,500 shares sold at an average price of $64.15, with a range of $63.75 to $64.63, to cover taxes due on option exercises included on this Form 4.

F5: 6,186 shares delivered in payment of exercise price of option exercise included on this Form 4, valued at the closing price of the shares on January 20, 2012 of $64.05.

F6: 100 shares sold at a price of $64.54 to cover taxes due on option exercises included on this Form 4.