Winmark (WINA) Form 4 WINMARK / Leah A Goff 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^*

Goff Leah 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP OF HUMAN RESOURCES

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2022

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	03/11/2022		M		15	A	$156	11,115	D
Common Stock	03/11/2022		S		15(1)	D	$227	11,100	D
Common Stock	03/14/2022		M		235	A	$156	11,335	D
Common Stock	03/14/2022		M		225	A	$176.2	11,560	D
Common Stock	03/14/2022		M		225	A	$183.87	11,785	D
Common Stock	03/14/2022		M		486	A	$125.5	12,271	D
Common Stock	03/14/2022		M		265	A	$122.5	12,536	D
Common Stock	03/14/2022		M		125	A	$134.25	12,661	D
Common Stock	03/14/2022		S		1,561(2)	D	$225.26	11,100	D
Common Stock	03/14/2022		M		225	A	$134.25	11,325	D
Common Stock	03/14/2022		M		250	A	$143.2	11,575	D

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)	$125.5	03/14/2022		M			486	12/12/2017(3)	12/12/2026	Common Stock	486	$125.5	0	D
Employee Stock Option (right to buy)	$122.5	03/14/2022		M			265	06/01/2018(3)	06/01/2027	Common Stock	265	$122.5	0	D
Employee Stock Option (right to buy)	$134.25	03/14/2022		M			350	12/11/2018(3)	12/11/2027	Common Stock	350	$134.25	0	D
Employee Stock Option (right to buy)	$143.2	03/14/2022		M			250	06/01/2019(3)	06/01/2028	Common Stock	500	$143.2	250	D
Employee Stock Option (right to buy)	$156	03/11/2022(4)		M			250	12/11/2019(3)	12/11/2028	Common Stock	500	$156	250	D
Employee Stock Option (right to buy)	$176.2	03/14/2022		M			225	12/16/2020(3)	12/16/2029	Common Stock	675	$176.2	450	D
Employee Stock Option (right to buy)	$183.87	03/14/2022		M			225	12/14/2021(3)	12/14/2030	Common Stock	900	$183.87	675	D
Employee Stock Option (right to buy)	$164.84							06/01/2020(3)	06/01/2029	Common Stock	450		450	D
Employee Stock Option (right to buy)	$195.82							06/01/2022(3)	06/01/2031	Common Stock	900		900	D
Employee Stock Option (right to buy)	$143.87							06/01/2021(3)	06/01/2030	Common Stock	675		675	D

Explanation of Responses:

1. 15 shares sold at a price of $227.00 to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

2. 1,561 shares sold at an average price of $225.26, with a range of $225.00 to $225.74, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

3. 25% per year for 4 years

4. 15 option shares exercised 3/11/2022 and 235 option shares exercised 3/14/2022 as indicated in Table I.

	/s/ Leah A. Goff-Rosenberg	03/14/2022
	** 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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