Churchill Downs Inc — Director's Dealing 2016

Apr 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHURCHILL DOWNS Inc (CHDN)
CIK: 0000020212
Period of Report: 2016-01-06

Reporting Person: DUCHOSSOIS RICHARD L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-06	Common Stock	A	30.4400	$0.0000	Acquired	30.4400	Direct
2016-01-06	Common Stock	A	20.8090	$0.0000	Acquired	51.2490	Direct
2016-04-27	Common Stock	A	867.1523	$0.0000	Acquired	7204.9513	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	166047.0000	Indirect
Common Stock	2000000.0000	Indirect
Common Stock	137141.0000	Indirect
Common Stock	3373.0000	Indirect

Footnotes

F1: Restricted stock units were awarded in connection with the January 6, 2016 dividend payment. Each restricted stock unit is the economic equivalent of one share of common stock. The shares of common stock are transferred upon the reporting person's completion of service as a director.

F2: Phantom stock units were awarded in connection with the January 6, 2016 dividend payment. Each phantom stock unit is the economic equivalent of one share of common stock. The shares of common stock are transferred upon the reporting person's completion of service as a director.

F3: Restricted stock units granted in connection with 2016 director service which will vest one year from the anniversary of the grant date. Each restricted stock unit is the economic equivalent of one share of common stock. The vested restricted stock units are transferred upon the reporting person's completion of service as a director.

F4: The total holdings include 6,286.55 shares underlying restricted stock units and phantom share units that were previously reported in Table II for the reporting person.

F5: The Duchossois Group, Inc. transferred its shares to its wholly owned subsidiary, CDI Holdings, LLC in 2016.

F6: Richard L. Duchossois and Craig J. Duchossois, by virtue of their relationship with Spring Creek Investors II, LLC may be deemed to beneficially own the shares of CHDN.

F7: Richard L. Duchossois and Craig J. Duchossois, by virtue of their 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.