Churchill Downs Inc — Director's Dealing 2016

Dec 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHURCHILL DOWNS Inc (CHDN)
CIK: 0000020212
Period of Report: 2016-11-30

Reporting Person: DUCHOSSOIS RICHARD L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-30	Common Stock	S	137141.0000	$148.7500	Disposed	0.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7207.7713	Direct
Common Stock	165947.0000	Indirect
Common Stock	2000000.0000	Indirect
Common Stock	3373.0000	Indirect

Footnotes

F1: These are the same shares reflected in the Form 4 filing of Mr. Craig Duchossois that is being filed simultaneous herewith.

F2: 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.

F3: 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.

F4: The Duchossois Group, Inc. transferred its shares to its wholly owned subsidiary, CDI Holdings, LLC, in 2016.

F5: 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.