Statement of Changes in Beneficial Ownership (4)
October 03 2017 - 4:37PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Duchossois Craig
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2. Issuer Name
and
Ticker or Trading Symbol
CHURCHILL DOWNS Inc
[
CHDN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
THE DUCHOSSOIS GROUP, 845 LARCH AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/29/2017
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(Street)
ELMHURST, IL 60126
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
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9/29/2017
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A
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107.2990
(2)
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A
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$0.0000
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16661.4428
(3)
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D
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Common Stock
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1000000.0000
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I
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by CDI Holdings, LLC
(4)
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Common Stock
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17646.0000
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I
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CJD Revocable Trust
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Common Stock
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3373.0000
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I
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The Chamberlain Group, Inc.
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Phantom share units awarded in connection with the election to defer compensation. Each phantom share unit is the economic equivalent of one share of common stock. The shares of common stock are transferred upon the reporting persons completion of service as a director.
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(2)
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The closing price of CHDN common stock on September 29, 2017 was used to determine the number of phantom shares awarded.
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(3)
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The holding is comprised of restricted stock units granted for service as a director, phantom stock units granted in connection with a deferred compensation elections and dividends awarded for each unit.
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(4)
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The Duchossois Group, Inc. (TDG) is the sole member and manager of CDI Holdings LLC (Holdings). Craig Duchossois, by virtue of his relationship with TDG, may be deemed to beneficially own the shares of CHDN that are owned by Holdings and which TDG may be deemed to beneficially own. Craig Duchossois disclaims beneficial ownership with respect to the shares of CHDN owned by Holdings, except with respect to his pecuniary interest in such shares.
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(5)
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Craig Duchossois, by virtue of his relationship with The Chamberlain Group, Inc. and TDG, may be deemed to beneficially own the shares of CHDN that are owned by The Chamberlain Group, Inc. and which TDG may be deemed to beneficially own. Craig Duchossois disclaims beneficial ownership with respect to the shares of CHDN owned by The Chamberlain Group, Inc., except with respect to his pecuniary interest in such shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Duchossois Craig
THE DUCHOSSOIS GROUP
845 LARCH AVENUE
ELMHURST, IL 60126
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X
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Signatures
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Paula Chumbley Attorney-in-Fact for Craig J. Duchossois
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10/3/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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