Sec Form 4 Filing - DUCHOSSOIS RICHARD L @ CHURCHILL DOWNS Inc - 2016-11-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DUCHOSSOIS RICHARD L
2. Issuer Name and Ticker or Trading Symbol
CHURCHILL DOWNS Inc [ CHDN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ARLINGTON INTERNATIONAL RACECOURSE, POST OFFICE BOX 7
3. Date of Earliest Transaction (MM/DD/YY)
11/30/2016
(Street)
ARLINGTON HEIGHTS, IL60006
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/30/2016 S 137,141 ( 1 ) D $ 148.75 0 I Spring Creek Investors II, LLC ( 2 )
Common Stock ( 3 ) 7,207.7713 D
Common Stock 165,947 I by RLD Revocable Trust
Common Stock 2,000,000 I by The Duchossois Group, Inc. ( 4 )
Common Stock 3,373 I The Chamberlain Group, Inc. ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DUCHOSSOIS RICHARD L
ARLINGTON INTERNATIONAL RACECOURSE
POST OFFICE BOX 7
ARLINGTON HEIGHTS, IL60006
X
Signatures
Dawn Ostertag Attorney in fact for Richard Duchossois 12/02/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These are the same shares reflected in the Form 4 filing of Mr. Craig Duchossois that is being filed simultaneous herewith.
( 2 )Richard Duchossois, by virtue of his relationship with Spring Creek Investors II LLC, may be deemed to benefically own the shares of CHDN that are held by Spring Creek Investors II LLC. Richard Duchossois disclaims beneficial ownership with respect to the shares of CHDN held by Spring Creek Investors II LLC, except with respect to his pecuniary interest in such shares.
( 3 )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 such units. The equivalent shares of common stock related to these units will be transferred upon the reporting person's completion of service as a director.
( 4 )The Duchossois Group, Inc. transferred its shares to its wholly owned subsidiary, CDI Holdings, LLC, in 2016.
( 5 )Richard Duchossois, by virtue of his relationship with The Chamberlain Group, Inc. and The Duchossois Group, Inc., may be deemed to beneficially own the shares of CHDN that are held by The Chamberlain Group, Inc. Richard Duchossois disclaims beneficial ownership with respect to the shares of CHDN held by The Chamberlain Group, Inc., except with respect to his pecuniary interest in such shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** 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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