WINMARK CORP — Director's Dealing 2016

Nov 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINMARK CORP (WINA)
CIK: 0000908315
Period of Report: 2016-11-01

Reporting Person: HEFFES BRETT D (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock	M	2588	$31.19	Acquired	114788	Direct
2016-11-01	Commons Stock	M	6713	$32.92	Acquired	121501	Direct
2016-11-01	Common Stock	S	5981	$106.14	Disposed	115520	Direct
2016-11-01	Common Stock	S	920	$106	Disposed	114600	Direct
2016-11-02	Common Stock	M	2061	$32.92	Acquired	116661	Direct
2016-11-02	Common Stock	S	17	$106.25	Disposed	116644	Direct
2016-11-02	Common Stock	S	1344	$105.00	Disposed	115300	Direct
2016-11-03	Common Stock	M	476	$32.92	Acquired	115776	Direct
2016-11-03	Common Stock	S	251	$105	Disposed	115525	Direct
2016-11-03	Common Stock	S	225	$104.76	Disposed	115300	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-01	Employee Stock Option (right to buy)	$31.19	M	2588	Disposed	2020-06-01	Common Stock (2588)	Direct
2016-11-01	Employee Stock Option (right to buy)	$32.92	M	9250	Disposed	2020-12-14	Common Stock (9250)	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)	$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	CommonStock (6800)	6800	Direct
Employee Stock Option (right to buy)	$98.25	2026-06-01	Common Stock (5000)	5000	Direct

Footnotes

F1: 25% per year for four years.

F2: 5,981 shares sold at an average price of $106.14, with a range of $106.05 to $107.05, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F3: 920 shares sold at a price of $106.00 to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F4: 17 shares sold at a price of $106.25 to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F5: 1,344 shares sold at a price of $105.00 to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F6: 251 shares sold at an average price of $105.00, 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.

F7: 225 shares sold at an average price of $104.76, with a range of $104.75 to $104.85, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F8: 6,713 option shares exercised 11/1/2016, 2,061 option shares exercised 11/2/2016 and 476 option shares exercised 11/3/2016 as indicated in Table 1.