WINMARK CORP — Director's Dealing 2013

Jul 29, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINMARK CORP (WINA)
CIK: 0000908315
Period of Report: 2013-07-25

Reporting Person: MURPHY STEVEN (President of Franchising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-25	Common Stock	M	10000	$26.05	Acquired	57102	Direct
2013-07-25	Common Stock	M	10000	$20.46	Acquired	67102	Direct
2013-07-25	Common Stock	M	19500	$20.32	Acquired	86602	Direct
2013-07-25	Common Stock	M	22500	$20.96	Acquired	109102	Direct
2013-07-25	Common Stock	M	11250	$16.52	Acquired	120352	Direct
2013-07-25	Common Stock	M	7574	$12.75	Acquired	127926	Direct
2013-07-25	Common Stock	S	50000	$70.50	Disposed	77926	Direct
2013-07-25	Common Stock	M	2694	$13.01	Acquired	80620	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-25	Employee Stock Option	$26.05	M	10000	Disposed	2014-12-09	Common Stock (10000)	Direct
2013-07-25	Employee Stock Option (right to buy)	$20.46	M	10000	Disposed	2015-12-13	Common Stock (10000)	Direct
2013-07-25	Employee Stock Option (right to buy)	$20.32	M	19500	Disposed	2016-12-14	Common Stock (19500)	Direct
2013-07-25	Employee Stock Option (right to buy)	$20.96	M	22500	Disposed	2017-12-13	Common Stock (22500)	Direct
2013-07-25	Employee Stock Option (right to buy)	$16.52	M	11250	Disposed	2018-08-13	Common Stock (11250)	Direct
2013-07-25	Employee Stock Option (right to buy)	$12.75	M	7574	Disposed	2018-12-11	Common Stock (16000)	Direct
2013-07-25	Employee Stock Option (right to buy)	$13.01	M	2694	Disposed	2019-06-01	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	350	Indirect
Common Stock	350	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
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: 25% per year for 4 years

F2: 50,000 shares sold at $70.50 to cover payment of exercise price of and taxes due on option exercises included on this Form 4.