Edgar Filing: WINMARK CORP

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Winmark Corp.

_______________________________________________________________

(Name of Issuer)

Common Stock

_______________________________________________________________

(Title of Class of Securities)

974250102

______________________________________________________________

(CUSIP Number)

January 4, 2008

______________________________________________________________

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which the Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)


CUSIP No.		974250102	13G


1	NAMES OF REPORTING PERSONS: Duke University I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

	56-0532129

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) x

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	North Carolina

		5	SOLE VOTING POWER:

NUMBER OF			239,000

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			239,000

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	239,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	4.32%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		974250102	13G


1	NAMES OF REPORTING PERSONS: Employees’ Retirement Plan of Duke University I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

	58-2255087

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) x

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	North Carolina

		5	SOLE VOTING POWER:

NUMBER OF			41,000

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			41,000

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	41,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0.74%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	EP


CUSIP No.		974250102	13G

Item 1(a). Name of Issuer:

Winmark Corp.

Item 1(b). Address of Issuer’s Principal Executive Offices:

4200 Dahlberg Drive

Suite 100

Minneapolis, MN 55422-4837

Item 2(b). Name of Person Filing:

Duke University

Employees’ Retirement Plan of Duke University

Item 2(b). Address of Principal Business Office:

Duke University

c/o DUMAC, LLC

406 Blackwell Street, Suite 300

Durham, NC 27701

Employees’ Retirement Plan of Duke University

c/o DUMAC, LLC

406 Blackwell Street, Suite 300

Durham, NC 27701

Item 2(c). Citizenship:

Duke University

North Carolina

Employees’ Retirement Plan of Duke University

North Carolina

Item 2(d). Title of Class of Securities

Common Stock, par value $.0024 per share

Item 2(e). CUSIP Number:

974250102


CUSIP No.		974250102	13G

Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), 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.

(d) ___ Investment company registered under Section 8 of the Investment Company Act of 1940.

(e) ___ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E).

(f) ___ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F).

(g) ___ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G).

(h) ___ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) ___ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.

(j) ___ Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

As of the date of this filing, Duke University is the beneficial owner of 239,000 shares of common stock of Winmark Corp. (“Winmark”), which constitutes approximately 4.32% of Winmark’s outstanding common shares as reported in its Quarterly Report on Form 10-Q filed on May 8, 2008. The Employees’ Retirement Plan of Duke University is the beneficial owner of 41,000 shares of Winmark’s common stock as of the same date, which constitutes approximately 0.74% of Winmark’s outstanding common shares. Both Duke University and the Employees’ Retirement Plan of Duke University have sole power to vote their respective shares and sole power to dispose of their respective shares.

Both Duke University and the Employees’ Retirement Plan of Duke University receive investment management services from DUMAC, LLC (“DUMAC”). DUMAC is a North Carolina limited liability company formed by Duke University and The Duke Endowment, a charitable trust established in 1924 by James B. Duke. Duke University owns approximately 74% of the membership interests in DUMAC, while the Duke Endowment owns the remainder, or approximately 26%. As a result, Duke University is deemed to control DUMAC. DUMAC has sole discretion over all investment decisions for both Duke University and the Employees’ Retirement Plan of Duke University. Neither Duke University nor the Employees’ Retirement Plan of Duke University individually owns more than five percent of Winmark’s outstanding common stock; however, collectively they own approximately 5.06% of Winmark’s common stock. This Schedule 13G has been filed for informational purposes to reflect that DUMAC makes investment decisions for both Duke University and the Employees’ Retirement Plan of Duke University. Beneficial ownership of Winmark’s shares beneficially owned by Duke University and the Employees’ Retirement Plan of Duke University is also reflected in Schedule 13G, as amended, filed by Bares Capital Management, Inc.


CUSIP No.		974250102	13G

Item 5. Ownership of Five Percent or Less of 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 o.

Item 6. Ownership of More Than 5 Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

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 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.

SIGNATURE

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.

DATED: August 7, 2008

	Duke University

	By:	/s/ Bart J. Brunk
		Name: Bart J. Brunk
		Title: Controller DUMAC, LLC


	Employees’ Retirement Plan of Duke University

	By:	/s/ Bart J. Brunk
		Name: Bart J. Brunk
		Title: Controller DUMAC, LLC