Churchill Downs Inc

Major Shareholding Notification • Mar 7, 2016

SC 13G/A 1 d129245dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

CHURCHILL DOWNS INC

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

171484108

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 171484108 Page 2 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Master Fund, Ltd. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 235,634 (See Item 4) |
| | 6 | SHARED VOTING POWER None (see Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 235,634 (See Item 4) |
| | 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,634 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.34% | |
| 12 | TYPE OF REPORTING PERSON* CO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 3 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Global, LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 235,634 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 235,634 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,634 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.34% | |
| 12 | TYPE OF REPORTING PERSON* OO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 4 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Global Investments, Ltd. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 235,634 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 235,634 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,634 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.34% | |
| 12 | TYPE OF REPORTING PERSON* CO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 5 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Institutional Fund, LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 235,634 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 235,634 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,634 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.34% | |
| 12 | TYPE OF REPORTING PERSON* OO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 6 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Institutional Fund, Ltd. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 235,634 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 235,634 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,634 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.34% | |
| 12 | TYPE OF REPORTING PERSON* CO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 7 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Institutional Fund II, LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 235,634 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 235,634 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,634 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.34% | |
| 12 | TYPE OF REPORTING PERSON* OO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 8 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Institutional Fund II, Ltd. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 235,634 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 235,634 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,634 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.34% | |
| 12 | TYPE OF REPORTING PERSON* CO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 9 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Global Japan Unit Trust | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 235,634 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 235,634 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,634 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.34% | |
| 12 | TYPE OF REPORTING PERSON* OO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 10 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Enhanced Master Fund, Ltd. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 513,923 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 513,923 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 513,923 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 2.92% | |
| 12 | TYPE OF REPORTING PERSON* CO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 11 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Enhanced Fund, L.P. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 513,923 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 513,923 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 513,923 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 2.92% | |
| 12 | TYPE OF REPORTING PERSON* OO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 12 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Enhanced Fund, Ltd. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 513,923 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 513,923 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 513,923 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 2.92% | |
| 12 | TYPE OF REPORTING PERSON* CO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 13 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Lyxor/Balyasny Atlas Enhanced Fund Limited | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Jersey | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 33,276 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 33,276 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,276 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 0.19% | |
| 12 | TYPE OF REPORTING PERSON* CO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 14 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) BAM Zie Master Fund, Ltd. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 284,770 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 284,770 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 284,770 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.62% | |
| 12 | TYPE OF REPORTING PERSON* CO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 15 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) BAM Zie Fund, LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 284,770 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 284,770 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 284,770 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.62% | |
| 12 | TYPE OF REPORTING PERSON* OO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 16 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) BAM Zie Fund, Ltd. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 284,770 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 284,770 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 284,770 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.69% | |
| 12 | TYPE OF REPORTING PERSON* CO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 17 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Fundamental Trading Master Fund, Ltd. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 22,930 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 22,930 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,930 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 0.13% | |
| 12 | TYPE OF REPORTING PERSON* CO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 18 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Fundamental Trading Fund, L.P. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 22,930 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 22,930 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,930 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 0.13% | |
| 12 | TYPE OF REPORTING PERSON* OO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 19 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Fundamental Trading Fund, Ltd. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 22,930 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 22,930 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,930 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 0.13% | |
| 12 | TYPE OF REPORTING PERSON* CO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 20 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Quantitative Trading Fund, Ltd. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 4,470 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 4,470 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,470 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 0.03% | |
| 12 | TYPE OF REPORTING PERSON* CO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 21 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Balyasny Asset Management L.P. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,095,003 (See Item 4) |
| | 6 | SHARED VOTING POWER None |
| | 7 | SOLE DISPOSITIVE POWER 1,095,003 (See Item 4) |
| | 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,095,003 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 6.23% | |
| 12 | TYPE OF REPORTING PERSON* IA | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 171484108 Page 22 of 44 Pages

| 1 | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Dmitry Balyasny | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,095,003 (See Item 4) |
| | 6 | SHARED VOTING POWER None |
| | 7 | SOLE DISPOSITIVE POWER 1,095,003 (See Item 4) |
| | 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,095,003 (See Item 4) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 6.23% | |
| 12 | TYPE OF REPORTING PERSON* IN | |

• SEE INSTRUCTIONS BEFORE FILLING OUT.

Item 1 (a) Name of Issuer :

CHURCHILL DOWNS INC. (the “Company”)

(b) Address of Issuer’s Principal Executive Offices :

600 North Hurstbourne Parkway Suite 400

Louisville, KY 40222

United States

Item 2 (a) – (c) This statement is filed on behalf of the following:

(1) Atlas Master Fund, Ltd. is a Cayman corporation (“AMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(2) Atlas Global, LLC is a Delaware limited liability company (“AG”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AG owns 14.40% of the equity interests in AMF.

(3) Atlas Global Investments, Ltd. is a Cayman corporation (“AGI”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AGI owns 21.61% of the equity interests in AMF.

(4) Atlas Institutional Fund, LLC is a Delaware limited liability company (“AIF LLC”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AIF LLC owns 5.40% of the equity interests in AMF.

(5) Atlas Institutional Fund, Ltd. is a Cayman corporation (“AIF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AIF LTD owns 15.62% of the equity interests in AMF.

(6) Atlas Institutional Fund II, LLC is a Delaware limited liability company (“AIF2 LLC”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. AIF2 LLC owns 8.57% of the equity interests in AMF.

(7) Atlas Institutional Fund II, Ltd. is a Cayman corporation (“AIF2 LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AIF2 LTD owns 18.91% of the equity interests in AMF.

Page 23 of 44 Pages

(8) Atlas Global Japan Unit Trust is a Cayman exempted unit trust (“AGJ”), with its principal business office at c/o CIBC Bank and Trust Company (Cayman) Limited, CIBC Financial Centre, 11 Dr. Roy’s Drive-3 rd Floor, P.O. Box 694, Grand Cayman, Cayman Islands, British West Indies. AGJ owns 7.46% of the equity interests in AMF.

(9) Atlas Enhanced Master Fund, Ltd. is a Cayman corporation (“AEMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(10) Atlas Enhanced Fund, L.P. is a Delaware limited partnership (“AEF LP”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AEF LP owns 31.12% of the equity interests in AEMF.

(11) Atlas Enhanced Fund, Ltd. is a Cayman corporation (“AEF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AEF LTD owns 68.24% of the equity interests in AEMF.

(12) Lyxor/Balyasny Atlas Enhanced Fund Limited is a Jersey limited corporation (“LYXOR”), with its registered office at 18 Esplanade, St. Helier, Jersey JE4 8RT, Channel Islands.

(13) BAM Zie Master Fund, Ltd. is a Cayman corporation (“BZMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(14) BAM Zie Fund, LLC is a Delaware limited liability company (“BZF LLC”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. BZF LLC owns 39.18% of the equity interests in BZMF.

(15) BAM Zie Fund, Ltd. is a Cayman corporation (“BZF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. BZF LTD owns 60.18% of the equity interests in BZMF.

(16) Atlas Fundamental Trading Master Fund Ltd. is a Cayman corporation (“AFT MASTER”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

Page 24 of 44 Pages

(17) Atlas Fundamental Trading Fund, L.P., is a Delaware limited partnership (“AFT LP”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AFT LP owns 69.96% of the equity interests in AFT MASTER.

(18) Atlas Fundamental Trading Fund Ltd. is a Cayman corporation (“AFT LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AFT LTD owns 29.49% of the equity interests in AFT MASTER

(19) Atlas Quantitative Trading Fund, Ltd. is a Cayman corporation (“AQTF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(20) Balyasny Asset Management L.P. is a Delaware limited partnership (“BAM”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. BAM is the investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, AEMF, AEF LP, AEF LTD, LYXOR, BZMF, BZF LLC, BZF LTD, AFT MASTER, AFT LP, AFT LTD and AQTF.

(21) Dmitry Balyasny, a United States citizen whose business address is 181 West Madison, Suite 3600, Chicago, IL 60602. Dmitry Balyasny is the sole managing member of the general partner of BAM.

(d) Title of Class of Securities :

Common Stock

(e) CUSIP Number : 171484108

Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a :

Not Applicable

Page 25 of 44 Pages

Item 4 Ownership:

AMF

(a) Amount Beneficially Owned :

235,634

(b) Percent of Class :

1.34%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

235,634

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

235,634

(iv) Shared power to dispose or to direct disposition of:

None

AG

(a) Amount Beneficially Owned :

By virtue of its ownership of 14.40% of the equity interest in AMF, AG may be deemed to beneficially own the 235,634 Shares of the Company’s Common Stock beneficially owned by AMF.

(b) Percent of Class :

1.34%

Page 26 of 44 Pages

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

235,634

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

235,634

(iv) Shared power to dispose or to direct disposition of:

None

AGI

(a) Amount Beneficially Owned :

By virtue of its ownership of 21.61% of the equity interest in AMF, AGI may be deemed to beneficially own the 235,634 Shares of the Company’s Common Stock beneficially owned by AMF.

(b) Percent of Class :

1.34%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

235,634

(ii) Shared power to vote or to direct vote:

None

(ii) Sole power to dispose or direct disposition of:

235,634

Page 27 of 44 Pages

(iv) Shared power to dispose or to direct disposition of:

None

AIF LLC

(a) Amount Beneficially Owned :

By virtue of its ownership of 5.40% of the equity interest in AMF, AIF LLC may be deemed to beneficially own the 235,634 Shares of the Company’s Common Stock beneficially owned by AMF.

(b) Percent of Class :

1.34%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

235,634

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

235,634

(iv) Shared power to dispose or to direct disposition of:

None

AIF LTD

(a) Amount Beneficially Owned :

By virtue of its ownership of 15.62% of the equity interest in AMF, AIF LTD may be deemed to beneficially own the 235,634 Shares of the Company’s Common Stock beneficially owned by AMF.

Page 28 of 44 Pages

(b) Percent of Class :

1.34%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

235,634

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

235,634

(iv) Shared power to dispose or to direct disposition of:

None

AIF2 LLC

(a) Amount Beneficially Owned :

By virtue of its ownership of 8.57% of the equity interest in AMF, AIF2 LLC may be deemed to beneficially own the 235,634 Shares of the Company’s Common Stock beneficially owned by AMF.

(b) Percent of Class :

1.34%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

235,634

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

235,634

Page 29 of 44 Pages

(iv) Shared power to dispose or to direct disposition of:

None

AIF2 LTD

(a) Amount Beneficially Owned :

By virtue of its ownership of 18.91% of the equity interest in AMF, AIF2 LTD may be deemed to beneficially own the 235,634 Shares of the Company’s Common Stock beneficially owned by AMF.

(b) Percent of Class :

1.34%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

235,634

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

235,634

(iv) Shared power to dispose or to direct disposition of:

None

AGJ

(a) Amount Beneficially Owned :

By virtue of its ownership of 7.46% of the equity interest in AMF, AGJ may be deemed to beneficially own the 235,634 Shares of the Company’s Common Stock beneficially owned by AMF.

Page 30 of 44 Pages

(b) Percent of Class :

1.34%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

235,634

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

235,634

(iv) Shared power to dispose or to direct disposition of:

None

AEMF

(a) Amount Beneficially Owned :

513,923

(b) Percent of Class :

2.92%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

513,923

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

513,923

Page 31 of 44 Pages

(iv) Shared power to dispose or to direct disposition of:

None

AEF LP

(a) Amount Beneficially Owned :

By virtue of its ownership of 31.12% of the equity interest in AEMF, AEF LP may be deemed to beneficially own the 513,923 Shares of the Company’s Common Stock beneficially owned by AEMF.

(b) Percent of Class :

2.92%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

513,923

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

513,923

(iv) Shared power to dispose or to direct disposition of:

None

Page 32 of 44 Pages

AEF LTD

(a) Amount Beneficially Owned :

By virtue of its ownership of 68.24% of the equity interest in AEMF, AEF LTD may be deemed to beneficially own the 513,923 Shares of the Company’s Common Stock beneficially owned by AEMF.

(b) Percent of Class :

2.92%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

513,923

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

513,923

(iv) Shared power to dispose or to direct disposition of:

None

LYXOR

(a) Amount Beneficially Owned :

33,276

(b) Percent of Class :

0.19%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

33,276

Page 33 of 44 Pages

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

33,276

(iv) Shared power to dispose or to direct disposition of:

None

BZMF

(a) Amount Beneficially Owned :

284,770

(b) Percent of Class :

1.62%

(c) Number of Shares as to which person has :

(ii) Sole power to vote or to direct vote:

284,770

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

284,770

(iv) Shared power to dispose or to direct disposition of:

None

Page 34 of 44 Pages

BZF LLC

(a) Amount Beneficially Owned :

By virtue of its ownership of 39.18% of the equity interest in BZMF, BZF LLC may be deemed to beneficially own the 284,770 Shares of the Company’s Common Stock beneficially owned by BZMF.

(b) Percent of Class :

1.62%

(c) Number of Shares as to which person has :

(iv) Sole power to vote or to direct vote:

284,770

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

284,770

(iv) Shared power to dispose or to direct disposition of:

None

BZF LTD

(a) Amount Beneficially Owned :

By virtue of its ownership of 60.18% of the equity interest in BZMF, BZF LTD may be deemed to beneficially own the 284,770 Shares of the Company’s Common Stock beneficially owned by BZMF.

(b) Percent of Class :

1.62%

Page 35 of 44 Pages

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

284,770

(ii) Shared power to vote or to direct vote:

None

(v) Sole power to dispose or direct disposition of:

284,770

(iv) Shared power to dispose or to direct disposition of:

None

AFT MASTER

(a) Amount Beneficially Owned :

22,930

(b) Percent of Class :

0.13%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

22,930

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

22,930

(iv) Shared power to dispose or to direct disposition of:

None

Page 36 of 44 Pages

AFT LP

(a) Amount Beneficially Owned :

By virtue of its ownership of 69.96% of the equity interest in AFT MASTER, AFT LP may be deemed to beneficially own the 22,930 Shares of the Company’s Common Stock beneficially owned by AFT MASTER.

(b) Percent of Class :

0.13%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

22,930

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

22,930

(iv) Shared power to dispose or to direct disposition of:

None

AFT LTD

(a) Amount Beneficially Owned :

By virtue of its ownership of 29.49% of the equity interest in AFT MASTER, AFT LTD may be deemed to beneficially own the 22,930 Shares of the Company’s Common Stock beneficially owned by AFT MASTER.

(b) Percent of Class :

0.13%

Page 37 of 44 Pages

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

22,930

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

22,930

(iv) Shared power to dispose or to direct disposition of:

None

AQTF

(a) Amount Beneficially Owned :

4,470

(b) Percent of Class :

0.03%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

4,470

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

4,470

(iv) Shared power to dispose or to direct disposition of:

None

Page 38 of 44 Pages

BAM

(a) Amount Beneficially Owned :

By virtue of its position as investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, AEMF, AEF LP, AEF LTD, LYXOR, BZMF, BZF LLC, BZF LTD, AFT MASTER, AFT LP, AFT LTD, and AQTF, BAM may be deemed to beneficially own the 1,095,003 Shares of the Company’s Common Stock beneficially owned by AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, AEMF, AEF LP, AEF LTD, LYXOR, BZMF, BZF LLC, BZF LTD, AFT MASTER, AFT LP, AFT LTD and AQTF.

(b) Percent of Class :

6.23%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

1,095,003

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

1,095,003

(iv) Shared power to dispose or to direct disposition of:

None

Dmitry Balyasny

(a) Amount Beneficially Owned :

By virtue of his position as the sole managing member of the general partner of BAM, Mr. Balyasny may be deemed to beneficially own the 1,095,003 Shares of the Company’s Common Stock beneficially owned by BAM.

Page 39 of 44 Pages

(b) Percent of Class :

6.23%

(c) Number of Shares as to which person has :

(i) Sole power to vote or to direct vote:

1,095,003

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

1,095,003

(iv) Shared power to dispose or to direct disposition of:

None

Item 5 Ownership of Five Percent or Less of a Class :

Applicable

Item 6 Ownership of More than Five Percent on Behalf of Another Person :

Not Applicable

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company :

Not Applicable

Item 8 Identification and Classification of Members of the Group :

Not Applicable

Item 9 Notice of Dissolution of Group :

Not Applicable

Page 40 of 44 Pages

Item 10 Certification :

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 41 of 44 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 7, 2016

ATLAS MASTER FUND, LTD.
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
ATLAS GLOBAL INVESTMENTS, LTD.
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
ATLAS INSTITUTIONAL FUND, LTD.
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
ATLAS INSTITUTIONAL FUND II, LTD.
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory

ATLAS GLOBAL, LLC
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
ATLAS INSTITUTIONAL FUND, LLC
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
ATLAS INSTITUTIONAL FUND II, LLC
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
ATLAS GLOBAL JAPAN UNIT TRUST
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Representative

Page 42 of 44 Pages

ATLAS ENHANCED MASTER FUND, LTD.
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
ATLAS ENHANCED FUND, LTD.
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
BAM ZIE MASTER FUND, LTD
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
BAM ZIE FUND, LTD
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
ATLAS FUNDAMENTAL TRADING FUND, L.P.
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
ATLAS QUANTITATIVE TRADING FUND, LTD
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory

ATLAS ENHANCED FUND, L.P.
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
LYXOR/BALYASNY ATLAS ENHANCED FUND LIMITED
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Representative
BAM ZIE FUND, LLC
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
ATLAS FUNDAMENTAL TRADING MASTER FUND LTD.
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
ATLAS FUNDAMENTAL TRADING FUND, LTD.
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory
BALYASNY ASSET MANAGEMENT L.P.
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Signatory

Page 43 of 44 Pages

DMITRY BALYASNY
By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Representative

Page 44 of 44 Pages