WINMARK CORP — Director's Dealing 2017

May 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINMARK CORP (WINA)
CIK: 0000908315
Period of Report: 2017-04-27

Reporting Person: HEFFES BRETT D (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-27	Common Stock	M	7400	$37.76	Acquired	122400	Direct
2017-04-27	Common Stock	S	5500	$130.03	Disposed	116900	Direct
2017-04-28	Common Stock	M	1850	$37.76	Acquired	118750	Direct
2017-04-28	Common Stock	S	1350	$130.00	Disposed	117400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-27	Employee Stock Option (right to buy)	$37.76	M	9250	Disposed	2021-06-01	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)	$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
Employee Stock Option (right to buy)	$125.50	2026-12-12	Common Stock (5000)	5000	Direct

Footnotes

F1: 25% per year for four years.

F2: 5,500 shares sold at an average price of $130.03, with a range of $130.00 to $130.98, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F3: 1,350 shares sold at a price of $130.00 to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F4: 7,400 option shares exercised 4/27/2017 and 1,850 option shares exercised 4/28/2017 as indicated in Table 1.