Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Nine Ten Capital Management LLC
2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2015
3. Issuer Name and Ticker or Trading Symbol
WINMARK CORP [WINA]
(Last)
(First)
(Middle)
12600 HILL COUNTRY BLVD, SUITE R-230
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

AUSTIN, TX 78738
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, no par value 459,463
I (1) (2)
By Nine Ten Partners LP (1) (2)
Common Stock, no par value 2,512
D (3)
 
Common Stock, no par value 208
D (4)
 
Common Stock, no par value 100
D (5)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nine Ten Capital Management LLC
12600 HILL COUNTRY BLVD
SUITE R-230
AUSTIN, TX 78738
    X    
Nine Ten Partners LP
12600 HILL COUNTRY BLVD
SUITE R-230
AUSTIN, TX 78738
    X    
Bares Brian Timothy
12600 HILL COUNTRY BLVD
SUITE R-230
AUSTIN, TX 78738
    X    
Bradshaw James Shel
12600 HILL COUNTRY BLVD
SUITE R-230
AUSTIN, TX 78738
    X    
Mollen Russell Chad
12600 HILL COUNTRY BLVD
SUITE R-230
AUSTIN, TX 78738
    X    

Signatures

Brian T Bares 05/19/2015
**Signature of Reporting Person Date

James S Bradshaw 05/19/2015
**Signature of Reporting Person Date

Russell C Mollen 05/19/2015
**Signature of Reporting Person Date

Brian T Bares, President, On behalf of Nine Ten Capital Management LLC 05/19/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) This Form 3 is filed jointly by Nine Ten Partners LP ("NT Fund"), Nine Ten Capital Management LLC ("NTCM"), Brian Bares, James Bradshaw and Russell Mollen (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
(2) Shares of Common Stock are owned directly by NT Fund. NTCM is the investment manager of NT Fund and may be deemed to have beneficial ownership over the shares of Common Stock owned directly by NT Fund by virtue of the sole and exclusive authority granted to NTCM by NT Fund to vote and dispose of the shares of Common Stock owned directly by NT Fund. As the Managing Members of NTCM, each of Messrs. Bares, Bradshaw and Mollen may be deemed to beneficially own the shares of Common Stock owned directly by NT Fund.
(3) These shares of Common Stock are owned directly by Mr. Bares.
(4) These shares of Common Stock are owned directly by Mr. Bradshaw.
(5) These shares of Common Stock are owned directly by Mr. Mollen.
 
Remarks:
President, on behalf of Nine Ten Capital Management LLC

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