WINMARK CORP — Director's Dealing 2019

May 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINMARK CORP (WINA)
CIK: 0000908315
Period of Report: 2019-05-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-03	Common Stock	M	1048	$13.01	Acquired	3051	Direct
2019-05-03	Common Stock	M	1276	$22.15	Acquired	4327	Direct
2019-05-03	Common Stock	S	458	$178.73	Disposed	3869	Direct
2019-05-03	Common Stock	S	1866	$177.12	Disposed	2003	Direct
2019-05-06	Common Stock	M	385	$22.15	Acquired	2388	Direct
2019-05-06	Common Stock	S	35	$180.46	Disposed	2353	Direct
2019-05-06	Common Stock	S	350	$177.06	Disposed	2003	Direct
2019-05-07	Common Stock	M	1992	$22.15	Acquired	3995	Direct
2019-05-07	Common Stock	S	50	$174.50	Disposed	3945	Direct
2019-05-07	Common Stock	S	1942	$173.38	Disposed	2003	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-03	Employee Stock Option (right to buy)	$13.01	M	1048	Disposed	2019-06-01	Common Stock (1048)	Direct
2019-05-03	Employee Stock Option (right to buy)	$22.15	M	3653	Disposed	2019-12-10	Common Stock (7500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	800	Indirect
Common Stock	58974	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 (8581)	8581	Direct
Employee Stock Option (right to buy)	$37.76	2021-06-01	Common Stock (6937)	6937	Direct
Employee Stock Option (right to buy)	$53.34	2021-12-08	Common Stock (9013)	9013	Direct
Employee Stock Option (right to buy)	$51.17	2022-06-01	Common Stock (7296)	7296	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 (7577)	7577	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
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: 458 shares sold at an average price of $178.73, with a range of $178.56 to $179.10, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F3: 1,866 shares sold at an average price of $177.12, with a range of $177.00 to $178.00, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F4: 35 shares sold at an average price of $180.46, with a range of $179.99 to $180.50, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F5: 350 shares sold at an average price of $177.06, with a range of $177.00 to $177.15, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F6: 50 shares sold at a price of $174.50 to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F7: 1,942 shares sold at an average price of $173.38, with a range of $173.00 to $174.00, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

F8: 1,276 option shares exercised 5/3/2019, 385 option shares exercised 5/6/2019 and 1,992 shares exercised 5/7/2019 as indicated in Table 1.