Churchill Downs Inc — Director's Dealing 2014

May 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHURCHILL DOWNS INC (CHDN)
CIK: 0000020212
Period of Report: 2014-05-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-22	Common Stock	M	2000.0000	$35.1900	Acquired	183884.0000	Direct
2014-05-22	Common Stock	S	100.0000	$85.3200	Disposed	183784.0000	Direct
2014-05-22	Common Stock	S	100.0000	$85.2400	Disposed	183684.0000	Direct
2014-05-22	Common Stock	S	100.0000	$85.0200	Disposed	183584.0000	Direct
2014-05-22	Common Stock	S	200.0000	$85.1000	Disposed	183384.0000	Direct
2014-05-22	Common Stock	S	200.0000	$85.0100	Disposed	183184.0000	Direct
2014-05-22	Common Stock	S	1300.0000	$85.0000	Disposed	181884.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-22	Employee Stock Option (right to buy)	$35.1900	M	2000.0000	Disposed	2016-11-14	Common Stock (2000.0000)	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: The option vests quarterly over three (3) years beginning on September 30, 2010.

F3: This transaction was executed in multiple trades at prices ranging from $85 to $85.32. The price reported above reflects teh weighted average sale price. The reporting person hereby undertakes to provide upon request to the 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.