Churchill Downs Inc — Director's Dealing 2014

Jun 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHURCHILL DOWNS INC (CHDN)
CIK: 0000020212
Period of Report: 2014-06-12

Reporting Person: Evans Robert L (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-12	Common Stock	M	3400.0000	$35.1900	Acquired	185284.0000	Direct
2014-06-12	Common Stock	S	3400.0000	$88.2825	Disposed	181884.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-12	Employee Stock Option (right to buy)	$35.1900	M	3400.0000	Disposed	2016-11-14	Common Stock (3400.0000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock	$		Common Stock (65000.0000)	65000.0000	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 3/28/2014.

F2: This transaction was effected in multiple trades ranging from $88.20- $88.545. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide request to SEC Staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: The option vests quarterly over three (3) years beginning on September 30, 2010.

F4: Each restricted stock unit represents a contractual right to receive one share of CHDN common stock.

F5: The restricted stock units vest quarterly over five (5) years beginning September 30, 2006. Vested shares will be delivered to the reporting person six (6) months after termination of employment with CHDN.