Sec Form 4 Filing - Nine Ten Capital Management LLC @ WINMARK CORP - 2017-01-12

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Nine Ten Capital Management LLC
2. Issuer Name and Ticker or Trading Symbol
WINMARK CORP [ WINA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
12600 HILL COUNTRY BLVD, SUITE R-230
3. Date of Earliest Transaction (MM/DD/YY)
01/12/2017
(Street)
AUSTIN, TX78738
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, no par value 01/12/2017 S 1,176 D $ 120.19 434,043 I ( 1 ) ( 2 ) by Nine Ten Partners LP ( 1 ) ( 2 )
Common Stock, no par value 01/13/2017 S 401 D $ 120.07 433,642 I ( 1 ) ( 2 ) by Nine Ten Partners LP ( 1 ) ( 2 )
Common Stock, no par value 2,512 ( 3 ) D
Common Stock, no par value 208 ( 4 ) D
Common Stock, no par value 100 ( 5 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nine Ten Capital Management LLC
12600 HILL COUNTRY BLVD
SUITE R-230
AUSTIN, TX78738
X
Nine Ten Partners LP
12600 HILL COUNTRY BLVD
SUITE R-230
AUSTIN, TX78738
X
Bares Brian Timothy
12600 HILL COUNTRY BLVD
SUITE R-230
AUSTIN, TX78738
X
Bradshaw James Shel
12600 HILL COUNTRY BLVD
SUITE R-230
AUSTIN, TX78738
X
Mollen Russell Chad
12600 HILL COUNTRY BLVD
SUITE R-230
AUSTIN, TX78738
X
Signatures
Brian T Bares, President, On behalf of Nine Ten Capital Management LLC 01/17/2017
Signature of Reporting Person Date
Bares Brian Timothy 01/17/2017
Signature of Reporting Person Date
Bradshaw James Shel 01/17/2017
Signature of Reporting Person Date
Mollen Russell Chad 01/17/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 is filed jointly by Nine Ten Partners LP ("NT Fund"), Nine Ten Capital Management LLC ("NTCM"), Brian Bares, James Bradshaw and Russell Mollen (collectively, the "Reporting Persons"). Each Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or her pecuniary interest therein.
( 2 )Shares of Common Stock are owned directly by NT Fund. NTCM is the investment manager of NT Fund and may be deemed to have beneficial ownership over the shares of Common Stock owned directly by NT Fund by virtue of the sole and exclusive authority granted to NTCM by NT Fund to vote and dispose of the shares of Common Stock owned directly by NT Fund. As the Managing Members of NTCM, each of Messrs. Bares, Bradshaw and Mollen may be deemed to beneficially own the shares of Common Stock owned directly by NT Fund.
( 3 )These shares of Common Stock are owned directly by Mr. Bares.
( 4 )These shares of Common Stock are owned directly by Mr. Bradshaw
( 5 )These shares of Common Stock are owned directly by Mr. Mollen.

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