WINMARK CORP — Director's Dealing 2019

May 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINMARK CORP (WINA)
CIK: 0000908315
Period of Report: 2019-05-14

Reporting Person: MURPHY STEVEN (President of Franchising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-14	Common Stock	M	6000	$51.17	Acquired	6000	Direct
2019-05-14	Common Stock	S	1477	$177.15	Disposed	4523	Direct
2019-05-14	Common Stock	S	300	$176.07	Disposed	4223	Direct
2019-05-14	Common Stock	S	400	$175.02	Disposed	3823	Direct
2019-05-14	Common Stock	S	3823	$174.33	Disposed	0	Direct
2019-05-14	Common Stock	M	1704	$53.34	Acquired	1704	Direct
2019-05-14	Common Stock	M	296	$55.72	Acquired	2000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-14	Employee Stock Option (right to buy)	$53.34	M	1704	Disposed	2021-12-08	Common Stock (1704)	Direct
2019-05-14	Employee Stock Option (right to buy)	$51.17	M	6000	Disposed	2022-06-01	Common Stock (7296)	Direct
2019-05-14	Employee Stock Option (right to buy)	$55.72	M	296	Disposed	2022-12-13	Common Stock (9250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	96512	Indirect
Common Stock	350	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
Employee Stock Option (right to buy)	$134.25	2027-12-11	Common Stock (5000)	5000	Direct
Employee Stock Option (right to buy)	$143.20	2028-06-01	Common Stock (5000)	5000	Direct
Employee Stock Option (right to buy)	$156.00	2028-12-11	Common Stock (5000)	5000	Direct

Footnotes

F1: 25% per year for 4 years

F2: 1,477 shares sold at an average price of $177.15, with a range of $176.68 to $177.28, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F3: 300 shares sold at a price of $176.07 to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F4: 400 shares sold at a price of $175.02 to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F5: 3,823 shares sold at an average price of $174.33, with a range of $174.00 to $174.67, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.