SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF

THE SECURITIES EXCHANGE ACT OF 1934

WINMARK CORPORATION

(Name of Subject Company (Issuer))

WINMARK CORPORATION

(Name of Filing Persons (Issuer))

COMMON STOCK, NO PAR VALUE

(Title of Class of Securities)

974250102

(CUSIP Number of Class of Securities)

Anthony D. Ishaug

Chief Financial Officer and Treasurer

Winmark Corporation

605 Highway 169 North, Suite 400

Minneapolis, Minnesota 55441

(763) 520-8500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and

Communications on Behalf of Filing Person(s))

With a Copy to:

Jonathan B. Levy and April Hamlin

Lindquist & Vennum LLP

4200 IDS Center

80 South 8th Street

Minneapolis, Minnesota  55402

(612) 371-3211

CALCULATION OF FILING FEE:

Transaction Value (1)		Amount of Filing Fee (2)
$	74,130,000	$	8,614

(1)Solely for purposes of calculating the Filing Fee pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, the transaction value was calculated assuming that 875,000 shares of common stock, no par value are purchased at the tender offer price of $84.72 per share in cash.

(2)The filing fee, previously paid, calculated in accordance with Rule 0-11, is $116.20 per million of the aggregate transaction value.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$8,614	Filing Party:	Winmark Corporation
Form or Registration No.:	Schedule TO-I	Date Filed:	April 15, 2015

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o	third party tender offer subject to Rule 14d-1.	o	going-private transaction subject to Rule 13e-3.
x	issuer tender offer subject to Rule 13e-4.	o	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. x

This Amendment No. 1 (“Amendment No. 1”) amends and restates the Tender Offer Statement on Schedule TO filed originally with the Securities Exchange Commission on April 15, 2015 (the “Schedule TO”) by Winmark Corporation, a Minnesota corporation (the “Company”).  The Schedule TO relates to an offer to purchase up to 875,000 shares of the Company’s common stock, no par value per share, or such lesser number of shares as are properly tendered and not properly withdrawn, at a price per share of $84.72, net to the seller in cash without interest thereon.

The Company’s offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 15, 2015 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are incorporated by reference to this Amendment No. 1 to Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), which together as each may be amended and supplemented from time to time constitute the “Offer.”

This Amendment No. 1 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) promulgated under the Securities Exchange Act of 1934 as amended (the “Exchange Act”).  All information in the Offer, including all schedules and exhibits thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment No. 1, except that such information is hereby amended and supplemented to the extent specifically provided for herein.   The information contained in the Offer to Purchase is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.

Item 4. Terms of the Transaction.

Item 4 of the Schedule TO is hereby amended and supplemented to add the following paragraph at the end thereof.

“The Offer expired at 12:00 Midnight, Eastern Daylight Time, on May 13, 2015.  On May 14, 2015, Winmark accepted for purchase 875,000 Shares at a purchase price of $84.72 per share for an aggregate cost of $74.1 million excluding fees and expenses related to the Offer.  Based on the final count by Wells Fargo Bank, N.A., the depositary for the Offer, a total of 1,849,830 shares of the Company’s common stock were properly tendered and not properly withdrawn in the tender offer.  The proration factor for the Offer was approximately 47.3 percent.”

Item 7. Source and Amount of Funds or Other Consideration.

Item 7 of the Schedule TO is hereby amended and supplemented to add the following paragraph at the end thereof:

“On May 14, 2015, the Company closed on its amended $60.0 million revolving line of credit facility with The PrivateBank and Trust Company and BMO Harris Bank N.A., as well as its $25.0 million term loan facility with Prudential.  Proceeds from these facilities fund the purchase of shares in the Offer and for general corporate purposes as described in the Offer.”

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information at the end thereof:

“On May 14, 2015, the Company issued a press release announcing the final results of the Offer, which expired at 12:00 Midnight, Eastern Daylight Time, on May 13, 2015.  The press release also announced the closing on the financing described within the Offer to Purchase.  A copy of the press release is filed as Exhibit (a)(5)(B) to this Schedule TO and is incorporated herein by reference.”

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Item 12.  Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

“(a)(5)(B) Press Release issued by Winmark Corporation on May 14, 2015.”

SIGNATURE

After due 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.

Dated: May 14, 2015	WINMARK CORPORATION
	/s/ Anthony D. Ishaug
	Anthony D. Ishaug
	CHIEF FINANCIAL OFFICER AND TREASURER

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EXHIBIT INDEX

Exhibit No.

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase dated April 15, 2015.*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated April 15, 2015.*
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated April 15, 2015.*
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(5)(A)	Press Release issued by Winmark Corporation on April 15, 2015. *
(a)(5)(B)	Press Release issued by Winmark Corporation on May 14, 2015.
(b)(1)	Agreement in principle by and among Winmark Corporation, Winmark Capital Corporation, Wirth Business Credit, Inc. and Prudential Investment Management Inc. dated April 9, 2015.*
(b)(2)	Amendment No. 4 to Credit Agreement dated April 14, 2015 by and among Winmark Corporation, Winmark Capital Corporation, and Grow Biz Games, Inc. and The Private Bank and Trust Company and BMO Harris Bank N.A.*
(b)(3)	Credit Agreement dated July 13, 2010, among Winmark Corporation and its subsidiaries and The PrivateBank and Trust Company.(1)
(d)(1)	Amended and Restated Stock Option Plan for Nonemployee Directors.(2)
(d)(2)	2001 Stock Option Plan, including forms of stock option agreements.(3)
(d)(3)	Amendment No. 1 to the 2001 Stock Option Plan.(4)
(d)(4)	2010 Stock Option Plan, including forms of stock option agreements.(5)
(d)(5)	First Amendment to the 2010 Stock Option Plan.(6)
(d)(6)	First Amendment to the Amended and Restated Stock Option Plan for Nonemployee Directors.(7)
(g)	Not applicable.
(h)	Not applicable.

* Previously filed as exhibits to the initial Schedule TO filed on April 15, 2015.

(1) Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2010.

(2) Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the fiscal year ended June 27, 2009.

(3) Incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K for the fiscal year ended December 30, 2000.

(4) Incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K for the fiscal year ended December 30, 2006.

(5) Incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K for the fiscal year ended December 26, 2009.

(6) Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2014

(7) Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2014.

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EX-99.(A)(5)(B)

Exhibit (a)(5)(B)

Contact:	Brett D. Heffes
	763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

RESULTS OF ITS SELF-TENDER OFFER AND CLOSING OF FINANCING

Minneapolis, MN (May 14, 2015) - Winmark Corporation (Nasdaq: WINA) announced today the results of its self-tender offer to purchase up to 875,000 shares of its common stock for a price of $84.72 per share, which expired at 12:00 midnight EDT, on May 13, 2015.

Based on the final count by Wells Fargo Bank, N.A., the depositary for the tender offer, a total of 1,849,830 shares of the Company’s common stock were properly tendered and not properly withdrawn in the tender offer. Due to the tender offer being oversubscribed, the Company today accepted for payment, on a pro rata basis, 875,000 shares of its common stock at the purchase price of $84.72 per share, for an aggregate cost of approximately $74.1 million, excluding fees and expenses related to the tender offer. Based upon the count of shares tendered and shares accepted for payment, the proration factor for the tender offer was approximately 47.3 percent.

The number of shares purchased by the Company represents approximately 17.5 percent of the Company’s outstanding shares of common stock as of May 13.  The total amount of shares purchased in the tender offer includes 788,224 shares from John L. Morgan, the Company’s Chairman and Chief Executive Officer and 81,832 shares from Kirk A. MacKenzie, a Director of the Company.

The depositary will promptly issue payment for the shares accepted for purchase in accordance with applicable law. Any shares validly tendered and not purchased due to proration or conditional tenders will be returned promptly to shareholders by the depositary in accordance with applicable law.  All inquiries about the tender offer should be directed to D.F. King & Co., Inc. at (877) 536-1561 (toll free).

The Company also announced today that it has closed on its amended $60.0 million revolving line of credit facility with The PrivateBank and Trust Company and BMO Harris Bank N.A., as well as its $25.0 million term loan facility with Prudential Investment Management, Inc., its affiliates and managed accounts.  Proceeds from these financing facilities will used to fund the tender offer and for general corporate purposes.

Winmark Corporation creates, supports and finances business.  At March 28, 2015, there were 1,099 franchises in operation under the brands Plato’s Closet®, Once Upon A Child®, Play It Again Sports®, Music Go Round® and Style Encore®.  An additional 110 retail franchises have been awarded but are not open.  In addition, at March 28, 2015, the Company had a lease portfolio equal to $42.9 million.

Note Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to future events or the future financial performance of the Company.  Such forward-looking statements are only predictions or statements of intention subject to risks and uncertainties and actual events or results could differ materially from those anticipated.  Because actual result may differ, shareholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements.