UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No.:6
Name of Issuer: Winmark Corporation
Title of Class of Securities: Common
CUSIP Number: 974250102
(Date of Event Which Requires Filing of this Statement)
December 31, 2018
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/X/ Rule 13d-l(b)
/ / Rule 13d-l(c)
/ / Rule 13d-l(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP Number: 974250102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Nine Ten Partners LP - IRS # 46-5301261
2. Check the Appropriate Box if a Member of a Group
a. / /
b. /X/
3. SEC Use Only
4. Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
336,077
6. Shared Voting Power:
0
7. Sole Dispositive Power:
336,077
8. Shared Dispositive Power:
0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person:
336,077
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares / /
11. Percent of Class Represented by Amount in Row (9):
8.62%
12. Type of Reporting Person:
IV
-2-
CUSIP Number: 974250102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Nine Ten Capital Management LLC - IRS # 46-5220958
2. Check the Appropriate Box if a Member of a Group
a. / /
b. /X/
3. SEC Use Only
4. Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
336,077
6. Shared Voting Power:
0
7. Sole Dispositive Power:
336,077
8. Shared Dispositive Power:
0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person:
336,077
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares / /
11. Percent of Class Represented by Amount in Row (9):
8.62%
12. Type of Reporting Person:
IA
-3-
CUSIP Number: 974250102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Brian Bares
2. Check the Appropriate Box if a Member of a Group
a. / /
b. /X/
3. SEC Use Only
4. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
336,077
6. Shared Voting Power:
0
7. Sole Dispositive Power:
336,077
8. Shared Dispositive Power:
0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person:
336,077
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares / /
11. Percent of Class Represented by Amount in Row (9):
8.62%
12. Type of Reporting Person:
HC, IN
-4-
CUSIP Number: 974250102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James Bradshaw
2. Check the Appropriate Box if a Member of a Group
a. / /
b. /X/
3. SEC Use Only
4. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
336,285
6. Shared Voting Power:
0
7. Sole Dispositive Power:
336,285
8. Shared Dispositive Power:
0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person:
336,285
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares / /
11. Percent of Class Represented by Amount in Row (9):
8.62%
12. Type of Reporting Person:
HC, IN
-5-
CUSIP Number: 974250102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Russell Mollen
2. Check the Appropriate Box if a Member of a Group
a. / /
b. /X/
3. SEC Use Only
4. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
336,177
6. Shared Voting Power:
0
7. Sole Dispositive Power:
336,177
8. Shared Dispositive Power:
0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person:
358,237
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares / /
11. Percent of Class Represented by Amount in Row (9):
8.62%
12. Type of Reporting Person:
HC, IN
-6-
Item 1(a) Name of Issuer:
Winmark Corporation
(b) Address of Issuer's Principal Executive Offices:
605 Highway 169 North, Suite 400
Minneapolis, MN 55441
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
(a) Name of Person Filing
(a) Nine Ten Partners LP
(b) Nine Ten Capital Management LLC
(c) Brian Bares
(d) James Bradshaw
(e) Russell Mollen
(b) Address of the Principal Office or, if none,
residence(a)-(e)
12600 Hill Country Blvd, Suite R-230
Austin, TX 78738
(c) Citizenship(a)-(b) Texas(c)-(e) USA
(d) Title of Class of Securities: Common
(e) CUSIP Number: 974250102
Item 3. This statement is filed pursuant to Rule
13d-1(b)(1).
/ / Broker or Dealer registered under Section 15 of the
Act.
/x/ Investment Adviser in accordance with Section 240.13d-1
(b)(1)(ii)(E)
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
With respect to the beneficial ownership of the reporting
persons, see Items 5 through 11 of the cover pages to this
Schedule 13G, which are incorporated herein by reference.
This Schedule 13G is being jointly filed by Nine Ten
Partners LP, Nine Ten Capital Management LLC (NTCM),
Brian Bares, James Bradshaw, and Russell Mollen with
respect to shares of common stock of the above-named
issuer owned by Nine Ten Partners LP. NTCM does not
directly own any shares of common stock of the issuer.
As the investment adviser of Nine Ten Partners LP, NTCM
may be deemed to beneficially own the shares reported
herein by Nine Ten Partners LP. Accordingly, the shares
reported herein by NTCM include those shares separately
reported herein by Nine Ten Partners LP.
Brian Bares, James Bradshaw, and Russell Mollen are
control persons of Nine Ten GP LP, the General Partner
of Nine Ten Partners LP.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security
see240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased
to be the beneficial owner of more than 5 percent of the
class of securities, check the following //.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
-7-
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the Parent
Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
By: /s/ Brian T Bares February 14, 2019
_______________________________ _________________
Title: President Date
Nine Ten Capital Management LLC
By: /s/ Brian T Bares
_______________________________
Title: Authorized Signatory
Brian Bares
By: /s/ Brian T Bares
_______________________________
Title: Member
James Bradshaw
By: /s/ James Bradshaw
_______________________________
Title: Member
Russell Mollen
By: /s/ Russell Mollen
_______________________________
Title: Member