SEC Form 4 · accession 0001225208-16-032040
Churchill Downs Inc · CHDN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James F McDonald
Director
Period of report
Jan 6, 2016
Accepted (ET)
Apr 29, 2016 · 6:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000020212
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 27, 2016 | M | 6,544 | $0.00 | A | 8,556 | D | |
| Common StockF1 | Apr 27, 2016 | M | 3,734 | $0.00 | A | 12,289 | D | |
| Common StockF1 | Apr 27, 2016 | M | 30 | $0.00 | A | 12,320 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | Jan 6, 2016 | A | 30 | A | — | — | Common Stock | 30 | 30 | D |
| Phantom StockF1,F3 | — | Apr 27, 2016 | M | 6,544 | D | — | — | Common Stock | 6,544 | 0 | D |
| Restricted StockF1,F4 | — | Apr 27, 2016 | M | 3,734 | D | — | — | Common Stock | 3,734 | 0 | D |
| Restricted Stock UnitsF1,F4 | — | Apr 27, 2016 | M | 30 | D | — | — | Common Stock | 30 | 0 | D |
Explanation of responses
- F1Restricted stock, restricted stock units and phantom stock awards convert into common stock on a one-for-one basis.
- F2Each restricted stock unit is the economic equivalent of one share of common stock. The shares of common stock are issued upon the reporting person's completion of service as a director. These restricted stock units were awarded in connection with the January 6, 2016 dividend payment.
- F3The reporting person was granted restricted stock units on an annual basis from 2010 through 2015 and also deferred portions of his retainer and meeting fees in exchange for phantom shares during the period March 2009 through March 2016. The restricted stock units and phantom shares awarded also accrued dividends in the form of additional restricted stock units and phantom shares during the periods described. The reporting person met the mandatory retirement age limit in 2016 and completed his service to the Board, therefore these restricted stock units and phantom shares were issued as common stock effective, April 27, 2016.
- F4The reporting person was granted restricted share units on an annual basis from 2010 through 2015 and also deferred portions of his retainer and meeting fees in exchange for phantom shares during the period March 2009 through March 2016. The restricted share units and phantom shares awarded also accrued dividends in the form of additional restricted share units and phantom shares during the periods described. The reporting person met the mandatory retirement age limit in 2016 and was not nominated to stand for re-election, therefore these restricted share units and phantom shares are to be issued as common stock effective, April 27, 2016.