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*
HEFFES BRETT D

(Last) (First) (Middle)
605 HIGHWAY 169 N
SUITE 400

(Street)
MINNEAPOLIS MN 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHAIR AND CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/18/2024
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)
Code V Amount (A) or (D) Price
Common Stock 04/18/2024 M 3,290 A $122.5 113,290 D
Common Stock 04/18/2024 M 5,000 A $134.25 118,290 D
Common Stock 04/18/2024 S 146(1) D $385.35 118,144 D
Common Stock 04/18/2024 S 1,667(2) D $383.31 116,477 D
Common Stock 04/18/2024 S 10(3) D $380.36 116,467 D
Common Stock 04/18/2024 S 4(4) D $379.23 116,463 D
Common Stock 04/18/2024 S 200(5) D $374.16 116,263 D
Common Stock 04/18/2024 S 504(6) D $373.23 115,759 D
Common Stock 04/18/2024 S 3,188(7) D $372.14 112,571 D
Common Stock 04/18/2024 S 314(8) D $367.81 112,257 D
Common Stock 04/18/2024 S 2,257(9) D $366.46 110,000 D
Common Stock 04/18/2024 M 894 A $122.5 110,894 D
Common Stock 04/18/2024 M 606 A $164.84 111,500 D
Common Stock 285 I by family office
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $122.5 04/18/2024 M 4,184 06/01/2018(10) 06/01/2027 Common Stock 4,184 $122.5 0 D
Employee Stock Option (right to buy) $134.25 04/18/2024 M 5,000 12/11/2018(10) 12/11/2027 Common Stock 5,000 $134.25 0 D
Employee Stock Option (right to buy) $143.2 06/01/2019(10) 06/01/2028 Common Stock 4,302 4,302 D
Employee Stock Option (right to buy) $156 12/11/2019(10) 12/11/2028 Common Stock 5,000 5,000 D
Employee Stock Option (right to buy) $164.84 04/18/2024 M 606 06/01/2020(10) 06/01/2029 Common Stock 4,000 $164.84 3,394 D
Employee Stock Option (right to buy) $176.2 12/16/2020(10) 12/16/2029 Common Stock 4,000 4,000 D
Employee Stock Option (right to buy) $143.87 06/01/2021(10) 06/01/2030 Common Stock 4,000 4,000 D
Employee Stock Option (right to buy) $183.87 12/14/2021(10) 12/14/2030 Common Stock 4,000 4,000 D
Employee Stock Option (right to buy) $195.82 06/01/2022(10) 06/01/2031 Common Stock 4,000 4,000 D
Employee Stock Option (right to buy) $261.32 12/13/2022(10) 12/13/2031 Common Stock 11,100 11,100 D
Employee Stock Option (right to buy) $197.8 06/01/2023(10) 06/01/2032 Common Stock 9,360 9,360 D
Employee Stock Option (right to buy) $238.6 12/12/2023(10) 12/12/2032 Common Stock 5,740 5,740 D
Employee Stock Option (right to buy) $325.99 06/01/2024(10) 06/01/2033 Common Stock 4,120 4,120 D
Explanation of Responses:
1. 146 shares sold at an average price of $385.35 with a range of $385.325 to $385.62, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.
2. 1,667 shares sold at an average price of $383.31 with a range of $383.31 to $383.41, to cover payment of exercise price of and taxes due on option exercises included in this Form 4
3. 10 shares sold at an average price of $380.36 with a range of $380.35 to $380.365, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.
4. 4 shares sold at an average price of $379.23 with a range of $379.00 to $379.90, to cover payment of exercise price of and taxes due on option exercises included on this Form 4
5. 200 Shares sold at a price of $374.16 to cover payment of exercise price of and taxes due on option exercised included on this Form 4.
6. 504 shares sold at an average price of $373.23 with a range of $373.01 to $373.92, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.
7. 3,188 shares sold at an average price of $372.14 with a range of $372.00 to $372.75, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.
8. 314 shares sold at an average price of $367.81 with a range of $367.59 to $367.905 to cover payment of exercise price and taxes due on option exercises included on this Form 4.
9. 2,257 Shares sold at an average price of $366.46 with a range of $366.00 to $366.94, to cover payment of exercise price of an taxes due on option exercises on this Form 4.
10. 25% per year for four years.
/s/ Brett D. Heffes 04/22/2024
** 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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