Sec Form 4 Filing - Goff Leah A @ WINMARK CORP - 2022-03-11

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Goff Leah A 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) VP OF HUMAN RESOURCES (Last) (First) (Middle) 605 HIGHWAY 169 N, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2022 (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 03/11/2022 M 15 A $ 156 11,115 D Common Stock 03/11/2022 S 15( 1 ) D $ 227 11,100 D Common Stock 03/14/2022 M 235 A $ 156 11,335 D Common Stock 03/14/2022 M 225 A $ 176.2 11,560 D Common Stock 03/14/2022 M 225 A $ 183.87 11,785 D Common Stock 03/14/2022 M 486 A $ 125.5 12,271 D Common Stock 03/14/2022 M 265 A $ 122.5 12,536 D Common Stock 03/14/2022 M 125 A $ 134.25 12,661 D Common Stock 03/14/2022 S 1,561( 2 ) D $ 225.26 11,100 D Common Stock 03/14/2022 M 225 A $ 134.25 11,325 D Common Stock 03/14/2022 M 250 A $ 143.2 11,575 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 Employee Stock Option (right to buy) $ 125.5 03/14/2022 M 486 12/12/2017( 3 ) 12/12/2026 Common Stock 486 $ 125.5 0 D Employee Stock Option (right to buy) $ 122.5 03/14/2022 M 265 06/01/2018( 3 ) 06/01/2027 Common Stock 265 $ 122.5 0 D Employee Stock Option (right to buy) $ 134.25 03/14/2022 M 350 12/11/2018( 3 ) 12/11/2027 Common Stock 350 $ 134.25 0 D Employee Stock Option (right to buy) $ 143.2 03/14/2022 M 250 06/01/2019( 3 ) 06/01/2028 Common Stock 500 $ 143.2 250 D Employee Stock Option (right to buy) $ 156 03/11/2022( 4 ) M 250 12/11/2019( 3 ) 12/11/2028 Common Stock 500 $ 156 250 D Employee Stock Option (right to buy) $ 176.2 03/14/2022 M 225 12/16/2020( 3 ) 12/16/2029 Common Stock 675 $ 176.2 450 D Employee Stock Option (right to buy) $ 183.87 03/14/2022 M 225 12/14/2021( 3 ) 12/14/2030 Common Stock 900 $ 183.87 675 D Employee Stock Option (right to buy) $ 164.84 06/01/2020( 3 ) 06/01/2029 Common Stock 450 450 D Employee Stock Option (right to buy) $ 195.82 06/01/2022( 3 ) 06/01/2031 Common Stock 900 900 D Employee Stock Option (right to buy) $ 143.87 06/01/2021( 3 ) 06/01/2030 Common Stock 675 675 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goff Leah A 605 HIGHWAY 169 N SUITE 400 MINNEAPOLIS, MN55441 VP OF HUMAN RESOURCES Signatures /s/ Leah A. Goff-Rosenberg 03/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )15 shares sold at a price of $227.00 to cover payment of exercise price of and taxes due on option exercises included on this Form 4. ( 2 )1,561 shares sold at an average price of $225.26, with a range of $225.00 to $225.74, to cover payment of exercise price of and taxes due on option exercises included on this Form 4. ( 3 )25% per year for 4 years ( 4 )15 option shares exercised 3/11/2022 and 235 option shares exercised 3/14/2022 as indicated in Table I.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.