Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Zola Steven C	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) President, Winmark Capital
(Last) (First) (Middle) 605 HWY 169 N, SUITE 400	3. Date of Earliest Transaction (MM/DD/YYYY) 5/3/2019
(Street) MINNEAPOLIS, MN 55441 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/3/2019		M		1048	A	$13.01	3051	D
Common Stock	5/3/2019		M		1276	A	$22.15	4327	D
Common Stock	5/3/2019		S		458	D	$178.73 ⁽²⁾	3869	D
Common Stock	5/3/2019		S		1866	D	$177.12 ⁽³⁾	2003	D
Common Stock	5/6/2019		M		385	A	$22.15	2388	D
Common Stock	5/6/2019		S		35	D	$180.46 ⁽⁴⁾	2353	D
Common Stock	5/6/2019		S		350	D	$177.06 ⁽⁵⁾	2003	D
Common Stock	5/7/2019		M		1992	A	$22.15	3995	D
Common Stock	5/7/2019		S		50	D	$174.50 ⁽⁶⁾	3945	D
Common Stock	5/7/2019		S		1942	D	$173.38 ⁽⁷⁾	2003	D
Common Stock								800	I	Child 1
Common Stock								58974	I	by Zola Livng Trust

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$13.01	5/3/2019		M			1048	6/1/2010	6/1/2019	Common Stock	1048	$13.01	0	D
Employee Stock Option (right to buy)	$22.15	5/3/2019 ⁽⁸⁾		M			3653	12/10/2010 ⁽¹⁾	12/10/2019	Common Stock	7500	$22.15	3847	D
Employee Stock Option (right to buy)	$31.19							6/1/2011 ⁽¹⁾	6/1/2020	Common Stock	7113		7113	D
Employee Stock Option (right to buy)	$32.92							12/14/2011 ⁽¹⁾	12/14/2020	Common Stock	8581		8581	D
Employee Stock Option (right to buy)	$37.76							6/1/2012 ⁽¹⁾	6/1/2021	Common Stock	6937		6937	D
Employee Stock Option (right to buy)	$53.34							12/8/2012 ⁽¹⁾	12/8/2021	Common Stock	9013		9013	D
Employee Stock Option (right to buy)	$51.17							6/1/2013 ⁽¹⁾	6/1/2022	Common Stock	7296		7296	D
Employee Stock Option (right to buy)	$55.72							12/13/2013 ⁽¹⁾	12/13/2022	Common Stock	9250		9250	D
Employee Stock Option (right to buy)	$59.77							6/1/2014 ⁽¹⁾	6/1/2023	Common Stock	7577		7577	D
Employee Stock Option (right to buy)	$82.72							12/16/2014 ⁽¹⁾	12/16/2023	Common Stock	9250		9250	D
Employee Stock Option (right to buy)	$66.29							6/1/2015 ⁽¹⁾	6/1/2024	Common Stock	8500		8500	D
Employee Stock Option (right to buy)	$80.32							12/15/2015 ⁽¹⁾	12/15/2024	Common Stock	8500		8500	D
Employee Stock Option (right to buy)	$91.93							6/1/2016 ⁽¹⁾	6/1/2025	Common Stock	6800		6800	D
Employee Stock Option (right to buy)	$90.99							12/14/2016 ⁽¹⁾	12/14/2025	Common Stock	6800		6800	D
Employee Stock Option (right to buy)	$98.25							6/1/2017 ⁽¹⁾	6/1/2026	Common Stock	5000		5000	D
Employee Stock Option (right to buy)	$125.50							12/12/2017 ⁽¹⁾	12/12/2026	Common Stock	5000		5000	D
Employee Stock Option (right to buy)	$122.50							6/1/2018 ⁽¹⁾	6/1/2027	Common Stock	5000		5000	D
Employee Stock Option (right to buy)	$134.25							12/11/2018 ⁽¹⁾	12/11/2027	Common Stock	5000		5000	D
Employee Stock Option (right to buy)	$143.20							6/1/2019 ⁽¹⁾	6/1/2028	Common Stock	5000		5000	D
Employee Stock Option (right to buy)	$156.00							12/11/2019 ⁽¹⁾	12/11/2028	Common Stock	5000		5000	D

Explanation of Responses:
(1)	25% per year for 4 years
(2)	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.
(3)	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.
(4)	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.
(5)	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.
(6)	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.
(7)	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.
(8)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Zola Steven C 605 HWY 169 N SUITE 400 MINNEAPOLIS, MN 55441	X		President, Winmark Capital

Signatures
/s/ Steven C. Zola		5/7/2019
^** 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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