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SEC FORM
4
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
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response:
0.5
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.
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
Officer (give title below)
Other (specify below)
3. Date of Earliest Transaction
(Month/Day/Year) 09/17/2025
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
09/17/2025
S
216(1)
D
$505.33
1,285
D
Common Stock
09/17/2025
S
636(2)
D
$504.91
649
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)
Code
V
(A)
(D)
Date Exercisable
Expiration Date
Title
Amount or Number of Shares
Non-Employee Director Stock Option (right to buy)
$134.25
12/11/2018(3)
12/11/2027
Common Stock
200
200
D
Non-Employee Director Stock Option (right to buy)
$143.2
06/01/2019(3)
06/01/2028
Common Stock
200
200
D
Non-Employee Director Stock Option (right to buy)
$156
12/11/2019(3)
12/11/2028
Common Stock
400
400
D
Non-Employee Director Stock Option (right to buy)
$164.84
06/01/2020(3)
06/01/2029
Common Stock
375
375
D
Non-Employee Director Stock Option (right to buy)
$176.2
12/16/2020(3)
12/16/2029
Common Stock
563
563
D
Non-Employee Director Stock Option (right to buy)
$143.87
06/01/2021(3)
06/01/2030
Common Stock
563
563
D
Non-Employee Director Stock Option (right to buy)
$183.87
12/14/2021(3)
12/14/2030
Common Stock
750
750
D
Non-Employee Director Stock Option (right to buy)
$195.82
06/01/2022(3)
06/01/2031
Common Stock
750
750
D
Non-Employee Stock Option (right to buy)
$261.32
12/13/2022(3)
12/13/2031
Common Stock
750
750
D
Non-Employee Stock Option (right to buy)
$197.8
06/01/2023(3)
06/01/2032
Common Stock
880
880
D
Non-Employee Director Stock Option (right to buy)
$238.6
12/12/2023(3)
12/12/2032
Common Stock
620
620
D
Non-Employee Director Stock Option (right to buy)
$325.99
06/01/2024(3)
06/01/2033
Common Stock
380
380
D
Non-Employee Director Stock Option (right to buy)
$446.68
12/11/2024(3)
12/11/2033
Common Stock
240
240
D
Non-Employee Director Stock Option (right to buy)
$355.9
06/01/2025(3)
06/01/2034
Common Stock
300
300
D
Non-Employee Director Stock Option (right to buy)
$400.97
12/09/2025(3)
12/09/2034
Common Stock
300
300
D
Non-Employee Director Stock Option (right to buy)
$424.82
06/01/2026(3)
06/01/2035
Common Stock
280
280
D
Explanation of Responses:
1. 216 shares sold at an average price of $505.33, with a range of $505.11 to $506.10
2. 636 shares sold at an average price of $504.91, with a range of $504.77 to $505.01
3. 25% per year for four years.
/s/ Lawrance A. Barbetta
09/18/2025
** 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).
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.
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