WINMARK CORP — Director's Dealing 2017

Oct 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINMARK CORP (WINA)
CIK: 0000908315
Period of Report: 2017-10-19

Reporting Person: MURPHY STEVEN (President of Franchising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-19	Common Stock	M	2765	$31.19	Acquired	2765	Direct
2017-10-19	Common Stock	S	2765	$134.02	Disposed	0	Direct
2017-10-20	Common Stock	M	235	$31.19	Acquired	235	Direct
2017-10-20	Common Stock	M	2547	$37.76	Acquired	2782	Direct
2017-10-20	Common Stock	S	100	$135.10	Disposed	2682	Direct
2017-10-20	Common Stock	S	2182	$133.47	Disposed	500	Direct
2017-10-20	Common Stock	S	500	$131.52	Disposed	0	Direct
2017-10-23	Common Stock	M	1000	$31.19	Acquired	1000	Direct
2017-10-23	Common Stock	M	822	$37.76	Acquired	1822	Direct
2017-10-23	Common Stock	M	237	$53.34	Acquired	2059	Direct
2017-10-23	Common Stock	M	394	$51.17	Acquired	2453	Direct
2017-10-23	Common Stock	S	453	$129.75	Disposed	2000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-19	Employee Stock Option (right to buy)	$31.19	M	4000	Disposed	2020-06-01	Common Stock (4000)	Direct
2017-10-20	Employee Stock Option (right to buy)	$37.76	M	3369	Disposed	2021-06-01	Common Stock (6500)	Direct
2017-10-23	Employee Stock Option (right to buy)	$53.34	M	237	Disposed	2021-12-08	Common Stock (9250)	Direct
2017-10-23	Employee Stock Option (right to buy)	$51.17	M	394	Disposed	2022-06-01	Common Stock (9250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	93952	Indirect
Common Stock	350	Indirect
Common Stock	350	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
Employee Stock Option (right to buy)	$125.50	2026-12-12	Common Stock (5000)	5000	Direct
Employee Stock Option (right to buy)	$122.50	2027-06-01	Common Stock (5000)	5000	Direct

Footnotes

F1: 25% per year for 4 years

F2: Sale effected pursuant to a 10b5-1 Plan established by the reporting person on November 23, 2016.

F3: 2,765 shares sold at an average price of $134.02, with a range of $133.85 to $134.65, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F4: 100 shares sold at an average price of $135.10 to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F5: 2,182 shares sold at an average price of $133.47, with a range of $133.00 to $134.00, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F6: 500 shares sold at an average price of $131.52, with a range of $131.20 to $132.00, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F7: 453 shares sold at an average price of $129.75, with a range of $129.65 to $130.20, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F8: 2,765 option shares exercised 10/19/2017, 235 option shares exercised 10/20/2017 and 1,000 option shares exercised 10/23/17 as indicated in Table 1.

F9: 2,547 option shares exercised 10/20/2017 and 822 option shares exercised 10/23/2017 as indicated in Table 1.