WINMARK CORP — Director's Dealing 2016

Nov 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINMARK CORP (WINA)
CIK: 0000908315
Period of Report: 2016-11-10

Reporting Person: MURPHY STEVEN (President of Franchising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-10	Common Stock	M	3510	$12.75	Acquired	84130	Direct
2016-11-10	Common Stock	S	2340	$105.51	Disposed	81790	Direct
2016-11-11	Common Stock	M	4916	$12.75	Acquired	86706	Direct
2016-11-11	Common Stock	M	1244	$13.01	Acquired	87950	Direct
2016-11-11	Common Stock	S	3660	$105.98	Disposed	84290	Direct
2016-11-14	Common Stock	M	6062	$13.01	Acquired	90352	Direct
2016-11-14	Common Stock	S	3400	$106	Disposed	86952	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-10	Employee Stock Option (right to buy)	$12.75	M	8426	Disposed	2018-12-11	Common Stock (8426)	Direct
2016-11-11	Employee Stock Option (right to buy)	$13.01	M	7306	Disposed	2019-06-01	Common Stock (7306)	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
Employee Stock Option (right to buy)	$82.72	2023-12-16	Common Stock (9250)	9250	Direct
Employee Stock Option (right to buy)	$66.29	2024-06-01	Common Stock (8500)	8500	Direct
Employee Stock Option (right to buy)	$80.32	2024-12-15	Common Stock (8500)	8500	Direct
Employee Stock Option (right to buy)	$91.93	2025-06-01	Common Stock (6800)	6800	Direct
Employee Stock Option (right to buy)	$90.99	2025-12-14	Common Stock (6800)	6800	Direct
Employee Stock Option	$98.25	2026-06-01	Common Stock (5000)	5000	Direct

Footnotes

F1: 25% per year for 4 years

F2: 2,340 shares sold at an average price of $105.51, with a range of $105.00 to $106.00, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F3: 3,660 shares sold at an average price of $105.98, with a range of $105.75 to $106.25, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F4: 3,400 shares sold at an average price of $106.00, with a range of $105.53 to $106.10, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F5: 3,510 option shares exercised on 11/10/16 and 4,916 option shares exercised 11/11/2016 as indicated in Table 1.

F6: 1,244 option shares exercised on 11/11/16 and 6,062 option shares exercised 11/14/2016 as indicated in Table 1.