SCHEDULE 13G/A
Under the Securities and Exchange Act of 1934
(Amendment No. 7)
Winmark Corporation
(Name of Issuer)
Common stock
(Title of Class of Securities)
974250102
(CUSIP Number)
05/31/2014
(Date of Event)
Check the appropriate box to designate the rule pursuant
to which this schedule is filed:
[X] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing of 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.)
1 NAME OF REPORTING PERSON
S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bares Capital Management, Inc.
TAX # 742961140
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, Texas
5 SOLE VOTING POWER
510,663
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
510,663
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
510,663
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.97%
12 TYPE OF REPORTING PERSON*
IA
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) Name of Person Filing
Bares Capital Management, Inc.
(b) Address of Principal Business Office or, if none, Residence
12600 Hill Country Blvd, Suite R-230
Austin, TX 78738
(c) Citizenship
USA
(d) Title of Class of Securities
Common stock
(e) CUSIP Number
974250102
Item 3. If this statement is filed pursuant to Rule 13d-l(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [X] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
240.13d-l(b)(l)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
240.13d-l(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with 240.13d-l(b)(l)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned
510,663
(b) Percent of Class
9.97%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
510,663
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
510,663
(iv) shared power to dispose or to direct the disposition of
0
Item 5. [ ] Ownership of Five Percent or Less of a Class.
Item 6. [ ] Ownership of More than Five Percent on Behalf of Another Person
Item 7. [ ] Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
Item 8. [ ] Identification and Classification of Members of the Group
Item 9. [ ] Notice of Dissolution of Group
Item 10.[ ] Certification
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.
Date
06/10/2014
Signature
/s/Brian T. Bares
Brian T. Bares
President