Winmark Corporation

11/07/2024 | Press release | Distributed by Public on 11/07/2024 15:55

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
HEFFES BRETT D
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
__X__ Officer (give title below) _____ Other (specify below)
CHAIR AND CEO
(Last) (First) (Middle)
605 HIGHWAY 169 N, SUITE 400 		3. Date of Earliest Transaction (Month/Day/Year)
11/05/2024
(Street)
MINNEAPOLIS, MN 55441 		4. If Amendment, Date 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
(City) (State) (Zip)
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 111,500 D
Common Stock 11/05/2024 M 3,497 A $143.2 114,997 D
Common Stock 11/05/2024 M 2,000 A $156 116,997 D
Common Stock 11/05/2024 S 168(1) D $395.49 116,829 D
Common Stock 11/05/2024 S 1,150(2) D $395 115,679 D
Common Stock 11/05/2024 S 166(3) D $393.64 115,513 D
Common Stock 11/05/2024 S 2,113(4) D $392.92 113,400 D
Common Stock 11/05/2024 S 1,900(5) D $390 111,500 D
Common Stock 11/05/2024 M 695 A $143.87 112,195 D
Common Stock 11/05/2024 M 305 A $143.2 112,500 D
Common Stock 11/06/2024 M 500 A $143.2 113,000 D
Common Stock 11/06/2024 M 3,000 A $156 116,000 D
Common Stock 11/06/2024 S 502(6) D $405 115,498 D
Common Stock 11/06/2024 S 1,100(7) D $402.76 114,398 D
Common Stock 11/06/2024 S 1,598(8) D $401.94 112,800 D
Common Stock 11/06/2024 S 300(9) D $400.5 112,500 D
Common Stock 285 I by family office
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) $143.2 11/05/2024(10) M 4,302 06/01/2019 06/01/2028 Common Stock 4,302 $143.2 0 D
Employee Stock Option (right to buy) $156 11/05/2024(11) M 5,000 12/11/2019 12/11/2028 Common Stock 5,000 $156 0 D
Employee Stock Option (right to buy) $164.84 06/01/2020(12) 06/01/2029 Common Stock 3,394 3,394 D
Employee Stock Option (right to buy) $176.2 12/16/2020(12) 12/16/2029 Common Stock 4,000 4,000 D
Employee Stock Option (right to buy) $143.87 11/05/2024 M 695 06/01/2021(12) 06/01/2030 Common Stock 4,000 $143.87 3,305 D
Employee Stock Option (right to buy) $183.87 12/14/2021(12) 12/14/2030 Common Stock 4,000 4,000 D
Employee Stock Option (right to buy) $195.82 06/01/2022(12) 06/01/2031 Common Stock 4,000 4,000 D
Employee Stock Option (right to buy) $261.32 12/13/2022(12) 12/13/2031 Common Stock 11,100 11,100 D
Employee Stock Option (right to buy) $197.8 06/01/2023(12) 06/01/2032 Common Stock 9,360 9,360 D
Employee Stock Option (right to buy) $238.6 12/12/2023(12) 12/12/2032 Common Stock 5,740 5,740 D
Employee Stock Option (right to buy) $325.99 06/01/2024(12) 06/01/2033 Common Stock 4,120 4,120 D
Employee Stock Option (right to buy) $355.9 06/01/2025(12) 06/01/2034 Common Stock 3,580 3,580 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HEFFES BRETT D
605 HIGHWAY 169 N
SUITE 400
MINNEAPOLIS, MN 55441 		X CHAIR AND CEO

Signatures

/s/ Brett D. Heffes 11/07/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 168 shares sold at an average price of $395.49, with a range of $395.30 to $396.12, to cover payment of exercise price of and taxes due on option exercises included on this Form 4
(2) 1150 shares sold at a price of $395.00 to cover payment of exercise price of and taxes due on option exercises included on this Form 4
(3) 166 shares sold at an average price of $393.64, with a range of $393.54 to $394.06, to cover payment of exercise price of and taxes due on option exercises included on this Form 4
(4) 2113 shares sold at an average price of $392.92, with a range of $392.50 to $393.19, to cover payment of exercise price of and taxes due on option exercises included on this Form 4
(5) 1900 shares sold at an average price of $390.00, with a range of $390.00 to $390.52, to cover payment of exercise price of and taxes due on option exercises included on this Form 4
(6) 502 shares sold at a price of $405.00
(7) 1100 shares sold at an average price of $402.76, with a range of $402.68 to $403.55, to cover payment of exercise price of and taxes due on option exercises included on this Form 4
(8) 1598 shares sold at an average price of $401.94, with a range of $401.55 to $402.00
(9) 300 shares sold at an average price of $400.50, with a range of $400.00 to $400.99
(10) 3,802 option shares exercised 11/05/2024 and 500 option shares exercised 11/06/2024 as indicated in Table 1.
(11) 2,000 option shares exercised 11/05/2024 and 3,000 option shares exercised 11/06/2024 as indicated in Table 1.
(12) 25% per year for four years.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.