Steven Murphy Form 4 WINMARK / STEVEN MURPHY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MURPHY STEVEN

(Last) (First) (Middle)

605 HWY 169 N

SUITE 400

(Street)

MINNEAPOLIS MN 55441

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WINMARK CORP [ WINA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President of Franchising

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2017		M		4,000	A	$22.15	4,000	D
Common Stock	03/01/2017		S(2)		2,200(3)	D	$114.05	1,800	D
Common Stock	03/01/2017		S(2)		800(4)	D	$113	1,000	D
Common Stock								86,952	I	By Trust
Common Stock								350	I	By Son 1
Common Stock								350	I	By Son 2

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$22.15	03/01/2017		M			4,000	12/10/2010(1)	12/10/2019	Common Stock	10,000	$22.15	6,000	D
Employee Stock Option (right to buy)	$31.19							06/01/2011(1)	06/01/2020	Common Stock	10,000		10,000	D
Employee Stock Option (right to buy)	$32.92							12/14/2011(1)	12/14/2020	Common Stock	9,250		9,250	D
Employee Stock Option (right to buy)	$37.76							06/01/2012(1)	06/01/2021	Common Stock	9,250		9,250	D
Employee Stock Option (right to buy)	$53.34							12/08/2012(1)	12/08/2021	Common Stock	9,250		9,250	D
Employee Stock Option (right to buy)	$51.17							06/01/2013(1)	06/01/2022	Common Stock	9,250		9,250	D
Employee Stock Option (right to buy)	$55.72							12/13/2013(1)	12/13/2022	Common Stock	9,250		9,250	D
Employee Stock Option (right to buy)	$59.77							06/01/2014(1)	06/01/2023	Common Stock	9,250		9,250	D
Employee Stock Option (right to buy)	$82.72							12/16/2014(1)	12/16/2023	Common Stock	9,250		9,250	D
Employee Stock Option (right to buy)	$66.29							06/01/2015(1)	06/01/2024	Common Stock	8,500		8,500	D
Employee Stock Option (right to buy)	$80.32							12/15/2015(1)	12/15/2024	Common Stock	8,500		8,500	D
Employee Stock Option (right to buy)	$91.93							06/01/2016(1)	06/01/2025	Common Stock	6,800		6,800	D
Employee Stock Option (right to buy)	$90.99							12/14/2016(1)	12/14/2025	Common Stock	6,800		6,800	D
Employee Stock Option	$98.25							06/01/2017(1)	06/01/2026	Common Stock	5,000		5,000	D
Employee Stock Option (right to buy)	$125.5							12/12/2017(1)	12/12/2026	Common Stock	5,000		5,000	D

Explanation of Responses:

1. 25% per year for 4 years

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

3. 2,200 shares sold at an average price of $114.05, with a range of $113.50 to $114.35, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

4. 800 shares sold at a price of $113.00 to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

	/s/ Steven A. Murphy	03/03/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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