Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ishaug Anthony D

(Last)

(First)

(Middle)

605 HIGHWAY 169 N

SUITE 400

(Street)

MINNEAPOLIS

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)
CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/20/2023		M		2,447	A	$82.72	50,624	D
Common Stock	10/20/2023		S		200⁽¹⁾	D	$417.32	50,424	D
Common Stock	10/20/2023		S		2,247⁽²⁾	D	$415.18	48,177	D
Common Stock	10/20/2023		M		1,835	A	$66.29	50,012	D
Common Stock	10/23/2023		M		1,553	A	$82.72	51,565	D
Common Stock	10/23/2023		S		1,553⁽³⁾	D	$413	50,012	D
Common Stock	10/23/2023		M		1,165	A	$66.29	51,177	D
Common Stock	10/23/2023		M		606	A	$164.84	51,783	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$82.72	10/20/2023⁽⁴⁾		M			4,000	12/16/2014⁽⁵⁾	12/16/2023	Common Stock	4,000	$82.72	0	D
Employee Stock Option (right to buy)	$66.29	10/20/2023⁽⁶⁾		M			3,000	06/01/2015⁽⁵⁾	06/01/2024	Common Stock	5,992	$66.29	2,992	D
Employee Stock Option (right to buy)	$80.32							12/15/2015⁽⁵⁾	12/15/2024	Common Stock	7,500		7,500	D
Employee Stock Option (right to buy)	$91.93							06/01/2016⁽⁵⁾	06/01/2025	Common Stock	5,713		5,713	D
Employee Stock Option (right to buy)	$90.99							12/14/2016⁽⁵⁾	12/14/2025	Common Stock	6,800		6,800	D
Employee Stock Option (right to buy)	$98.25							06/01/2017⁽⁵⁾	06/01/2026	Common Stock	5,783		5,783	D
Employee Stock Option (right to buy)	$125.5							12/12/2017⁽⁵⁾	12/12/2026	Common Stock	6,800		6,800	D
Employee Stock Option (right to buy)	$122.5							06/01/2018⁽⁵⁾	06/06/2027	Common Stock	4,184		4,184	D
Employee Stock Option (right to buy)	$134.25							12/11/2018⁽⁵⁾	12/11/2027	Common Stock	5,000		5,000	D
Employee Stock Option (right to buy)	$143.2							06/01/2019⁽⁵⁾	06/01/2028	Common Stock	4,302		4,302	D
Employee Stock Option (right to buy)	$156							12/11/2019⁽⁵⁾	12/11/2028	Common Stock	5,000		5,000	D
Employee Stock Option (right to buy)	$164.84	10/23/2023		M			606	06/01/2020⁽⁵⁾	06/01/2029	Common Stock	4,000	$164.84	3,394	D
Employee Stock Option (right to buy)	$176.2							12/16/2020⁽⁵⁾	12/16/2029	Common Stock	4,000		4,000	D
Employee Stock Option (right to buy)	$143.87							06/01/2021⁽⁵⁾	06/01/2030	Common Stock	4,000		4,000	D
Employee Stock Option (right to buy)	$183.87							12/14/2021⁽⁵⁾	12/14/2030	Common Stock	4,000		4,000	D
Employee Stock Option (right to buy)	$195.82							06/01/2022⁽⁵⁾	06/01/2031	Common Stock	4,000		4,000	D
Employee Stock Option (right to buy)	$261.32							12/13/2022⁽⁵⁾	12/13/2031	Common Stock	5,700		5,700	D
Employee Stock Option (right to buy)	$197.8							06/01/2023⁽⁵⁾	06/01/2032	Common Stock	5,920		5,920	D
Employee Stock Option (right to buy)	$238.6							12/12/2023⁽⁵⁾	12/12/2032	Common Stock	3,780		3,780	D
Employee Stock Option (right to buy)	$325.99							06/01/2024⁽⁵⁾	06/01/2033	Common Stock	2,600		2,600	D

Explanation of Responses:

1. 200 Shares sold at an average price of $417.32, with a range of $417.30 to $417.34, to cover a portion of the payment of exercise price of and taxes due on option exercises included on this Form 4

2. 2,247 shares sold at an average price of $415.18, with a range of $415.10 to $415.64, to cover a portion of the payment of exercise price of and taxes due on option exercises included on this Form 4.

3. 1,553 shares sold at a price of $413.00 to cover a portion of the payment of exercise price and taxes due on option exercises included on this Form 4.

4. 2,447 option shares exercised 10/20/2023 and 1,553 option shares exercised 10/23/2023 as indicated in Table I

5. 25% per year for four years.

6. 1,835 option shares exercised 10/20/2023 and 1,165 option shares exercised 10/23/2023 as indicated in Table I.

	/s/ Anthony D. Ishaug	10/23/2023
	** 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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