Sec Form 4 Filing - HEFFES BRETT D @ WINMARK CORP - 2013-05-09

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
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)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
605 HIGHWAY 169 N, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
05/09/2013
(Street)
MINNEAPOLIS, MN55441
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (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 05/09/2013 M 18,015 A $ 20.96 98,453 D
Common Stock 05/09/2013 M 2,813 A $ 16.52 101,266 D
Common Stock 05/09/2013 M 2,073 A $ 12.75 103,339 D
Common Stock 05/09/2013 S 9,501 ( 2 ) D $ 63.18 93,838 D
Common Stock 05/09/2013 S 940 ( 3 ) D $ 61.93 92,898 D
Common Stock 05/09/2013 S 2,760 ( 4 ) D $ 61.41 90,138 D
Common Stock 05/10/2013 M 4,485 A $ 20.96 94,623 D
Common Stock 05/10/2013 M 5,314 A $ 16.52 99,937 D
Common Stock 05/10/2013 M 1,927 A $ 12.75 101,864 D
Common Stock 05/10/2013 M 194 A $ 13.01 102,058 D
Common Stock 05/10/2013 S 846 ( 5 ) D $ 60.43 101,212 D
Common Stock 05/10/2013 S 5,953 ( 6 ) D $ 59.35 95,259 D
Common Stock 05/13/2013 M 3,123 A $ 16.52 98,382 D
Common Stock 05/13/2013 M 6,213 A $ 12.75 104,595 D
Common Stock 05/13/2013 S 4,838 ( 7 ) D $ 60.96 99,757 D
Common Stock 1,300 I By Son
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
Employee Stock Option (right to buy) $ 20.96 05/09/2013( 8 ) M 22,500 12/13/2008( 1 ) 12/13/2017 Common Stock 22,500 $ 20.96 0 D
Employee Stock Option (right to buy) $ 16.52 05/09/2013( 9 ) M 11,250 08/13/2009( 1 ) 08/13/2018 Common Stock 11,250 $ 16.52 0 D
Employee Stock Option (right to buy) $ 12.75 05/09/2013( 10 ) M 10,213 12/11/2009( 1 ) 12/11/2018 Common Stock 16,000 $ 12.75 5,787 D
Employee Stock Option (right to buy) $ 13.01 05/10/2013 M 194 06/01/2010( 1 ) 06/01/2019 Common Stock 10,000 $ 13.01 9,806 D
Employee Stock Option (right to buy) $ 22.15 12/10/2010( 1 ) 12/10/2019 Common Stock 10,000 10,000 D
Employee Stock Option (right to buy) $ 31.19 06/01/2011( 1 ) 06/01/2020 Common Stock 10,000 10,000 D
Employee Stock Option (right to buy) $ 32.92 12/14/2011( 1 ) 12/14/2020 Common Stock 9,250 9,250 D
Employee Stock Option (right to buy) $ 37.76 06/01/2012( 1 ) 06/01/2021 Common Stock 9,250 9,250 D
Employee Stock Option (right to buy) $ 53.34 12/08/2012( 1 ) 12/08/2021 Common Stock 9,250 9,250 D
Employee Stock Option (right to buy) $ 51.17 06/01/2013( 1 ) 06/01/2022 Common Stock 9,250 9,250 D
Employee Stock Option (right to buy) $ 55.72 12/13/2013( 1 ) 12/13/2022 Common Stock 9,250 9,250 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HEFFES BRETT D
605 HIGHWAY 169 N
SUITE 400
MINNEAPOLIS, MN55441
President
Signatures
Brett D. Heffes 05/13/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )25% per year for four years.
( 2 )9,501 shares sold at an average price of $63.18, with a range of $62.56 to $63.54, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.
( 3 )940 shares sold at an average price of $61.93, with a range of $61.70 to $62.51, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.
( 4 )2,760 shares sold at an average price of $61.41, with a range of $61.05 to $61.50, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.
( 5 )846 shares sold at an average price of $60.43, with a range of $59.98 to $60.95, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.
( 6 )5,953 shares sold at an average price of $59.35, with a range of $59.20 to $59.89, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.
( 7 )4,838 shares sold at an average price of $60.96, with a range of $60.85 to $61.20, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.
( 8 )18,015 option shares exercised 5/9/2013, 4,485 option shares exercised 5/10/2013 as indicated in Table I.
( 9 )2,813 option shares exercised 5/9/2013, 5,314 option shares exercised 5/10/2013 and 3,123 option shares exercised 5/13/2013 as indicated in Table I.
( 10 )2,073 option shares exercised 5/9/2013, 1,927 option shares exercised 5/10/2013 and 6,213 option shares exercised 5/13/2013 as indicated in Table I.

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