SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

Canterbury Park Holding Corporation.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

13811E 10 1

(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)

 

March 23, 2010

(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 person’s 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

 

 

1

Names of Reporting Persons
John L. Morgan

 

 

2

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

 

 

(a)

  o

 

 

(b)

  o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
PF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
200,127

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
200,127

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
200,127

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o

 

 

13

Percent of Class Represented by Amount in Row (11)
5.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

2



 

Item 1.

Security and Issuer.

 

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

 

 

Item 2.

Identity and Background.

 

(a)            Name of Person Filing:  John L. Morgan

 

(b)            Residence or Business Address:

 

Name

 

Business Address

John L. Morgan

 

Winmark Corporation
605 Highway 169 N., Suite 400
Minneapolis, Minnesota 55441

 

 

(c)            Present Principal Occupation or Employment:

 

Name

 

Employment

John L. Morgan

 

Chairman and Chief Executive Officer of Winmark Corporation

 

 

(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.

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Personal funds were used to purchase 200,127 shares. 

 

 

Item 4.

Purpose of the Transaction.

 

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;

 

3



 

 

·               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 Company’s 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.

 

 

Item 5.

Interest in Securities of Issuer

 

(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 Company’s common stock.  This calculation is based on 3,998,196 shares of common stock outstanding, as of November 13, 2009, reported in the Company’s 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.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

None.

 

4



 

Item 7.

Material to be Filed as Exhibits.

 

None.

 

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

 

 

 

Name

/s/ John L. Morgan

 

 

John L. Morgan

 

5



 

Appendix A

 

Transactions by Mr. Morgan in Canterbury Park Holding Corporation during the past 60 days:

 

Date

 

Number of Shares
Purchased

 

Price Per
Share

 

01/22/2010

 

1,000

 

$

7.11

 

01/29/2010

 

300

 

$

7.23

 

02/03/2010

 

1,000

 

$

7.16

 

02/08/2010

 

500

 

$

7.11

 

02/17/2010

 

400

 

$

7.32

 

02/19/2010

 

500

 

$

7.32

 

02/22/2010

 

440

 

$

7.07

 

03/04/2010

 

200

 

$

8.34

 

03/04/2010

 

200

 

$

8.42

 

03/04/2010

 

300

 

$

8.44

 

03/04/2010

 

300

 

$

8.41

 

03/09/2010

 

200

 

$

8.48

 

03/09/2010

 

200

 

$

8.45

 

03/09/2010

 

370

 

$

8.52

 

03/10/2010

 

99

 

$

8.86

 

03/10/2010

 

100

 

$

8.90

 

03/10/2010

 

100

 

$

8.92

 

03/10/2010

 

100

 

$

8.97

 

03/10/2010

 

200

 

$

8.92

 

03/10/2010

 

401

 

$

8.89

 

03/23/2010

 

1,000

 

$

7.31

 

 

6


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