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: MCDONALD JAMES F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-27	Common Stock	M	6544.2030	—	Acquired	8555.5238	Direct
2016-04-27	Common Stock	M	3733.9720	—	Acquired	12289.4958	Direct
2016-04-27	Common Stock	M	30.4400	—	Acquired	12319.9358	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-06	Restricted Stock Units	$	A	30.4400	Acquired		Common Stock (30.4400)	Direct
2016-04-27	Phantom Stock	$	M	6544.2030	Disposed		Common Stock (6544.2030)	Direct
2016-04-27	Restricted Stock	$	M	3733.9720	Disposed		Common Stock (3733.9720)	Direct
2016-04-27	Restricted Stock Units	$	M	30.4400	Disposed		Common Stock (30.4400)	Direct

Footnotes

F1: Restricted stock, restricted stock units and phantom stock awards convert into common stock on a one-for-one basis.

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

F3: The reporting person was granted restricted stock units on an annual basis from 2010 through 2015 and also deferred portions of his retainer and meeting fees in exchange for phantom shares during the period March 2009 through March 2016. The restricted stock units and phantom shares awarded also accrued dividends in the form of additional restricted stock units and phantom shares during the periods described. The reporting person met the mandatory retirement age limit in 2016 and completed his service to the Board, therefore these restricted stock units and phantom shares were issued as common stock effective, April 27, 2016.

F4: The reporting person was granted restricted share units on an annual basis from 2010 through 2015 and also deferred portions of his retainer and meeting fees in exchange for phantom shares during the period March 2009 through March 2016. The restricted share units and phantom shares awarded also accrued dividends in the form of additional restricted share units and phantom shares during the periods described. The reporting person met the mandatory retirement age limit in 2016 and was not nominated to stand for re-election, therefore these restricted share units and phantom shares are to be issued as common stock effective, April 27, 2016.