CPHC Canterbury Park Holding Corporation New

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No.   13811E 10 1

1

Name of Reporting Person:
I.R.S. Identification No. of above person (entities only):
Randall D. Sampson

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:

5

Sole Voting Power
266,988

6

Shared Voting Power
36,400

7

Sole Dispositive Power
266,988

8

Shared Dispositive Power
36,400

9

Aggregate Amount Beneficially Owned by Each Reporting Person
303,388

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row 9
7.57%

12

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer: 
Canterbury Park Holding Corporation

(b)

Address of Issuer’s Principal Executive Offices: 
1100 Canterbury Road, Shakopee, Minnesota 55379

Item 2.

(a)

Name of Person Filing: 
Randall D. Sampson

(b)

Address of Principal Business Office or, if none, Residence: 
1100 Canterbury Road, Shakopee, Minnesota  55379

(c)

Citizenship: 
United States

(d)

Title of Class of Securities: 
Common stock, $.01 par value

(e)

CUSIP Number: 
13811E 10 1

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act.

(b)

o

Bank as defined in section 3(a)(6) of the Act.

(c)

o

Insurance company as defined in section 3(a)(19) of the Act.

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940.

(e)

o

Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

o

Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

o

Parent holding company, in accordance with §240.13d-1(b)(ii)(G) (Note:  See Item 7).

(h)

o

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

o

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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership:

(a)

Amount beneficially owned: 

Mr. Sampson beneficially owns 303,388 shares of the outstanding common stock of the Issuer, which includes: (i) 191,488 shares of common stock owned by Mr. Sampson individually; (ii) options held by Mr. Sampson and exercisable within 60 days of December 31, 2008 to purchase 75,500 shares of common stock and (iii) 21,700 shares of common stock owned by Mr. Sampson’s minor children and 14,700 shares owned jointly with Mr. Sampson’s spouse, as to each of which beneficial ownership is disclaimed.

(b)

Percent of class: 

7.57% based on 3,930,483 shares of the Issuer’s common stock outstanding as of November 14, 2008 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and including all 303,388 shares that could be deemed to be beneficially owned by Mr. Sampson.

(c)

The Reporting Person has the power to vote or dispose of the shares as follows:

(i)

Sole power to vote or direct the vote:

266,988 (includes options held by Mr. Sampson and exercisable within 60 days of December 31, 2008 to purchase 75,500 shares of common stock).

(ii)

Shared power to vote or direct the vote: 

36,400

(iii)

Sole power to dispose or direct the disposition: 

266,988 (includes options exercisable within 60 days of December 31, 2008 to purchase 75,500 shares)

(iv)

Shared power to dispose or direct the disposition: 

36,400

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 five percent of the class of securities, check the following      o .

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Reported on By the Parent Holding Company:

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 not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

February 2, 2009

Date

/s/  Randall D. Sampson

Signature

Randall D. Sampson

Name/Title