WINMARK CORP — Director's Dealing 2013

Dec 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINMARK CORP (WINA)
CIK: 0000908315
Period of Report: 2013-12-13

Reporting Person: Zola Steven C (Director, President, Winmark Capital)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-13	Common Stock	M	2500	$22.15	Acquired	4503	Direct
2013-06-12	Common Stock	G	328	—	Disposed	39599	Indirect
2013-12-13	Common Stock	G	120	—	Disposed	39479	Indirect
2013-12-13	Common Stock	F	669	$82.72	Disposed	38810	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-13	Employee Stock Option (right to buy)	$22.15	M	2500	Disposed	2019-12-10	Common Stock (10000)	Direct
2013-12-13	Employee Stock Option (right to buy)	$82.72	A	9250	Acquired	2023-12-16	Common Stock (9250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	500	Indirect
Common Stock	500	Indirect
Common Stock	500	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$25.99	2015-01-13	Common Stock (1000)	1000	Direct
Employee Stock Option (right to buy)	$20.46	2015-12-13	Common Stock (452)	452	Direct
Employee Stock Option (right to buy)	$20.32	2016-12-14	Common Stock (14625)	14625	Direct
Employee Stock Option (right to buy)	$20.96	2017-12-13	Common Stock (17686)	17686	Direct
Employee Stock Option (right to buy)	$16.52	2018-08-13	Common Stock (8437)	8437	Direct
Employee Stock Option (right to buy)	$12.75	2018-12-11	Common Stock (5786)	5786	Direct
Employee Stock Option (right to buy)	$13.01	2019-06-01	Common Stock (9806)	7306	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
Employee Stock Option (right to buy)	$51.17	2022-06-01	Common Stock (9250)	9250	Direct
Employee Stock Option (right to buy)	$55.72	2022-12-13	Common Stock (9250)	9250	Direct
Employee Stock Option (right to buy)	$59.77	2023-06-01	Common Stock (9250)	9250	Direct

Footnotes

F1: 20% per year for 5 years

F2: 25% per year for 4 years

F3: 669 shares delivered in payment of exercise price of option exercises included on this Form 4, valued at the closing price of the shares on December 13, 2013 of $82.72.