Winmark (WINA) Form 5 WINMARK / KIRK A MACKENZIE ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MACKENZIE KIRK A

(Last) (First) (Middle)

605 HIGHWAY 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)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/25/2021

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	12/14/2021		G	1,600	D	$0	32,503	I	Kirk A MacKenzie Revocable Trust

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Employee Director Stock Option (right to buy)	$51.17						06/01/2013(1)	06/01/2022	Common Stock	1,000		1,000	D
Non-Employee Director Stock Option (right to buy)	$55.72						12/13/2013(1)	12/13/2022	Common Stock	1,000		1,000	D
Non-Employee Director Stock Option (right to buy)	$59.77						06/01/2014(1)	06/01/2023	Common Stock	1,000		1,000	D
Non-Employee Director Stock Option (right to buy)	$82.72						12/16/2014(1)	12/16/2023	Common Stock	1,000		1,000	D
Non-Employee Director Stock Option (right to buy)	$66.29						06/01/2015(1)	06/01/2024	Common Stock	1,000		1,000	D
Non-Employee Director Stock Option (right to buy)	$80.32						12/15/2015(1)	12/15/2024	Common Stock	1,000		1,000	D
Non-Employee Director Stock Option (right to buy)	$91.93						06/01/2016(1)	06/01/2025	Common Stock	800		800	D
Non-Employee Director Stock Option (right to buy)	$90.99						12/14/2016(1)	12/14/2025	Common Stock	800		800	D
Non-Employee Director Stock Option (right to buy)	$98.25						06/01/2017(1)	06/01/2026	Common Stock	800		800	D
Non-Employee Director Stock Option (right to buy)	$125.5						12/12/2017(1)	12/12/2026	Common Stock	800		800	D
Non-Employee Director Stock Option (right to buy)	$122.5						06/01/2018(1)	06/01/2027	Common Stock	800		800	D
Non-Employee Director Stock Option (right to buy)	$134.25						12/11/2018(1)	12/11/2027	Common Stock	800		800	D
Non-Employee Director Stock Option (right to buy)	$143.2						06/01/2019(1)	06/01/2028	Common Stock	800		800	D
Non-Employee Director Stock Option (right to buy)	$156						12/11/2019(1)	12/11/2028	Common Stock	800		800	D
Non-Employee Director Stock Option (right to buy)	$164.84						06/01/2020(1)	06/01/2029	Common Stock	750		750	D
Non-Employee Director Stock Option (right to buy)	$176.2						12/16/2020(1)	12/16/2029	Common Stock	750		750	D
Non-Employee Director Stock Option (right to buy)	$143.87						06/01/2021(1)	06/01/2030	Common Stock	750		750	D
Non-Employee Director Stock Option (right to buy)	$183.87						12/14/2021(1)	12/14/2030	Common Stock	750		750	D
Non-Employee Director Stock Option (right to buy)	$195.82						06/01/2022(1)	06/01/2031	Common Stock	750		750	D
Non-Employee Director Stock Option (right to buy)	$261.32						12/13/2022(1)	12/13/2031	Common Stock	750		750	D

Explanation of Responses:

1. 25% per year for four years

	/s/ Kirk A. MacKenzie	02/07/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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