- Statement of Beneficial Ownership (SC 13D)
March 26 2010 - 2:02PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
Canterbury
Park Holding Corporation.
(Name of Issuer)
(Title of Class of
Securities)
(CUSIP Number)
John
L. Morgan
605
Highway 169 N., Suite 400
Minneapolis,
Minnesota 55441
Telephone
Number (763) 520-8500
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g),
check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*
The remainder of this cover page shall be
filled out for a reporting persons initial filing on 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).
CUSIP No.
13811E 10 1
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1
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Names of Reporting
Persons
John L. Morgan
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
PF
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5
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
200,127
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
200,127
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
200,127
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12
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
5.0%
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14
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Type of Reporting Person
(See Instructions)
IN
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2
Item 1.
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Security and Issuer.
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(a)
Title of Class of Securities: Common Stock, par value $0.01 per share
(common stock)
(b)
Name of Issuer:
Canterbury Park Holding Corporation (the Company)
(c)
Address of Issuers Principal Executive
Offices: 1100 Canterbury Road,
Shakopee, Minnesota 55379
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Item 2.
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Identity and Background.
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(a)
Name of Person Filing: John L. Morgan
(b)
Residence or Business Address:
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Name
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Business Address
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John L. Morgan
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Winmark Corporation
605 Highway 169 N., Suite 400
Minneapolis, Minnesota 55441
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(c)
Present
Principal Occupation or Employment:
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Name
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Employment
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John L. Morgan
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Chairman and Chief
Executive Officer of Winmark Corporation
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(d)
Conviction in a criminal proceeding during the last
five years: None.
(e)
Subject, during the last five years, to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws: None.
(f)
Citizenship:
Resident of Minnesota, Citizen of the United States.
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Item 3.
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Source and Amount of Funds or Other
Consideration.
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Personal funds were used to purchase 200,127
shares.
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Item 4.
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Purpose of the Transaction.
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Mr. Morgan has purchased the shares of common stock
in the Company for investment purposes.
Mr. Morgan has no plans with respect to the Company that would result
in:
·
extraordinary
corporate transaction;
·
sale or
transfer of a material amount of assets;
·
change in the
board or management;
·
change in the
capitalization or dividend policy;
·
other
material change in business or corporate structure;
·
changes in
charter or bylaws;
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3
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·
delisting;
·
termination
of registration; or
·
similar
actions.
Mr. Morgan may from time
to time acquire additional shares of common stock (or securities exercisable
for or convertible into common stock) in the open market or in privately
negotiated transactions, subject to availability of common stock at prices
deemed favorable, based on the Companys business or financial condition and
other factors and conditions that Mr. Morgan deems appropriate. Alternatively, Mr. Morgan may sell all or a
portion of the common stock reported herein (and any shares he may acquire in
the future) in privately negotiated transactions or in the open market. In addition, Mr. Morgan may formulate other
purposes, plans or proposals regarding the Company or any of its securities
to the extent deemed advisable in light of general investment and trading
policies, market conditions or other factors.
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Item 5.
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Interest in Securities of Issuer
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(a)
Aggregate number and
percentage of class beneficially owned:
As
of March 23, 2010, Mr. Morgan may be deemed to be the beneficial
owner of
200,127
shares of common stock.
Based
on calculations made in accordance with Rule 13d-3(d), Mr. Morgan
may be deemed the beneficial owner of 5.0% of the Companys common
stock. This calculation is based on
3,998,196 shares of common stock outstanding, as of November 13, 2009,
reported in the Companys Quarterly Report for the quarterly period ended September 30,
2009 filed with the Commission on November 13, 2009.
(b)
Voting and Dispositive Power:
Mr. Morgan
has sole voting and dispositive power over 200,127 shares that may be deemed
to be beneficially owned by him as of March 23, 2010.
(c)
Transactions within the
past 60 days: The information
concerning transactions in the Common Stock effected by Mr. Morgan in
the past sixty (60) days is set forth in Appendix A hereto and incorporated
herein by reference. All of the
transactions were open market purchases.
(d)
Right to Direct the
Receipt of Dividends: Not applicable.
(e)
Last
Date on Which Reporting Person Ceased to be a 5% Holder: Not Applicable.
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Item 6.
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Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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None.
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4
Item 7.
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Material to be Filed as Exhibits.
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None.
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Signature
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated:
March 24, 2010
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Name
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/s/ John L. Morgan
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John L. Morgan
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5
Appendix
A
Transactions by Mr. Morgan
in Canterbury Park Holding Corporation during the past 60 days:
Date
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Number of Shares
Purchased
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Price Per
Share
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01/22/2010
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1,000
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$
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7.11
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01/29/2010
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300
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$
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7.23
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02/03/2010
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1,000
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$
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7.16
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02/08/2010
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500
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$
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7.11
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02/17/2010
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400
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$
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7.32
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02/19/2010
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500
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$
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7.32
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02/22/2010
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440
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$
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7.07
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03/04/2010
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200
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$
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8.34
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03/04/2010
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200
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$
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8.42
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03/04/2010
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300
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$
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8.44
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03/04/2010
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300
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$
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8.41
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03/09/2010
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200
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$
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8.48
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03/09/2010
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200
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$
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8.45
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03/09/2010
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370
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$
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8.52
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03/10/2010
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99
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$
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8.86
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03/10/2010
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100
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$
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8.90
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03/10/2010
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100
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$
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8.92
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03/10/2010
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100
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$
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8.97
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03/10/2010
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200
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$
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8.92
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03/10/2010
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401
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$
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8.89
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03/23/2010
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1,000
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$
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7.31
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6
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