SEC Form 4 · accession 0001225208-18-000309
Churchill Downs Inc · CHDN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Craig Duchossois
Director
Period of report
Dec 31, 2017
Accepted (ET)
Jan 3, 2018 · 4:29 pm EST
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,F2,F3 | Dec 31, 2017 | A | 104 | $0.00 | A | 16,765 | D | |
| Common StockF4 | holding | — | — | — | 1,000,000 | I | by CDI Holdings, LLC | |
| Common Stock | holding | — | — | — | 17,646 | I | CJD Revocable Trust | |
| Common StockF5 | holding | — | — | — | 3,373 | I | The Chamberlain Group, Inc. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Phantom 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.
- F2The closing price of CHDN common stock on December 29, 2017 was used to determine the number of phantom shares awarded.
- F3The 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 units. The equivalent shares of common stock related to these units will be transferred upon the reporting persons completion of service as a director.
- F4The 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.
- F5Craig 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.