WINMARK CORP — Director's Dealing 2016

Oct 20, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINMARK CORP (WINA)
CIK: 0000908315
Period of Report: 2016-10-18

Reporting Person: HEFFES BRETT D (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-18	Common Stock	M	1300	$22.15	Acquired	110500	Direct
2016-10-18	Common Stock	M	3000	$31.19	Acquired	113500	Direct
2016-10-18	Common Stock	S	1996	$107.05	Disposed	111504	Direct
2016-10-18	Common Stock	S	1004	$105.65	Disposed	110500	Direct
2016-10-20	Common Stock	M	1200	$22.15	Acquired	111700	Direct
2016-10-20	Common Stock	M	4412	$31.19	Acquired	116112	Direct
2016-10-20	Common Stock	S	3912	$105.13	Disposed	112200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-18	Employee Stock Option (right to buy)	$22.15	M	2500	Disposed	2019-12-10	Common Stock (2500)	Direct
2016-10-18	Employee Stock Option (right to buy)	$31.19	M	7412	Disposed	2020-06-01	Common Stock (10000)	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)	$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	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: 1,996 shares sold at an average price of $107.04, with a range of $106.60 to $107.10, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F3: 1,004 shares sold at an average price of $105.65, with a range of $105.20 to $106.05, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F4: 3,912 shares sold at an average price of $105.13, 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.

F5: 1,300 option shares exercised 10/18/2016 and 1,200 option shares exercised 10/20/2016 as indicated in Table I.

F6: 3,000 option shares exercised 10/18/2016 and 4,412 option shares exercised 10/20/2016 as indicated in Table I.