WINMARK CORP — Director's Dealing 2016

Aug 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINMARK CORP (WINA)
CIK: 0000908315
Period of Report: 2016-07-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-29	Common Stock	M	550	$20.32	Acquired	2553	Direct
2016-07-29	Common Stock	S	12	$102.00	Disposed	2541	Direct
2016-07-29	Common Stock	S	288	$100.40	Disposed	2253	Direct
2016-08-01	Common Stock	M	14075	$20.32	Acquired	16328	Direct
2016-08-01	Common Stock	S	5349	$100.09	Disposed	10979	Direct
2016-08-02	Common Stock	S	1000	$99.15	Disposed	9979	Direct
2016-07-29	Common Stock	F	111	$100.57	Disposed	45225	Indirect
2016-08-01	Common Stock	F	2862	$99.91	Disposed	42363	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-29	Employee Stock Option (right to buy)	$20.32	M	14625	Disposed	2016-12-14	Common Stock (14625)	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
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 (7306)	7306	Direct
Employee Stock Option (right to buy)	$22.15	2019-12-10	Common Stock (7500)	7500	Direct
Employee Stock Option (right to buy)	$31.19	2020-06-01	Common Stock (7113)	7113	Direct
Employee Stock Option (right to buy)	$32.92	2020-12-14	Common Stock (9250)	8581	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 (right to buy)	$98.25	2026-06-01	Common Stock (5000)	5000	Direct

Footnotes

F1: 25% per year for 4 years

F2: 12 shares sold at a price of $102.00 to cover taxes due on option exercises included on this Form 4.

F3: 288 shares sold at a price of $100.40 to cover taxes due on option exercises included on this Form 4.

F4: 5,349 shares sold at an average price of $100.09, with a range of $100.00 to $100.58, to cover taxes due on option exercises included on this Form 4.

F5: 1,000 shares sold at an average price of $99.15, with a range of $99.00 to $99.30.

F6: 111 shares delivered in payment of exercise price of option exercise included on the Form 4, valued at the closing price of the shares on July 29, 2016 of $100.57.

F7: 2,862 shares delivered in payment of exercise price of option exercise included on the Form 4, valued at the closing price of the shares on August 1, 2016 of $99.91.

F8: 550 option shares exercised 7/29/16 and 14,075 option shares exercised 8/1/16 as indicated on Table 1.