Major Shareholding Notification • Feb 14, 2017
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
CHURCHILL DOWNS INC
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
171484108
(CUSIP Number)
December 31, 2016
(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)
☒ 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 35 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 39,283 (See Item 4) |
| | 6 | SHARED VOTING POWER None (see Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 39,283 (See Item 4) |
| | 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,283 (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) 0.24% | |
| 12 | TYPE OF REPORTING PERSON* CO | |
CUSIP No. 171484108 Page 3 of 35 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 39,283 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 39,283 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,283 (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) 0.24% | |
| 12 | TYPE OF REPORTING PERSON* OO | |
CUSIP No. 171484108 Page 4 of 35 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 39,283 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 39,283 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,283 (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) 0.24% | |
| 12 | TYPE OF REPORTING PERSON* CO | |
CUSIP No. 171484108 Page 5 of 35 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 39,283 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 39,283 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,283 (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) 0.24% | |
| 12 | TYPE OF REPORTING PERSON* OO | |
CUSIP No. 171484108 Page 6 of 35 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 39,283 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 39,283 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,283 (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) 0.24% | |
| 12 | TYPE OF REPORTING PERSON* CO | |
CUSIP No. 171484108 Page 7 of 35 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 39,283 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 39,283 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,283 (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) 0.24% | |
| 12 | TYPE OF REPORTING PERSON* OO | |
CUSIP No. 171484108 Page 8 of 35 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 229,307 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 229,307 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 229,307 (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) 1.38% | |
| 12 | TYPE OF REPORTING PERSON* CO | |
CUSIP No. 171484108 Page 9 of 35 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 229,307 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 229,307 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 229,307 (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) 1.38% | |
| 12 | TYPE OF REPORTING PERSON* OO | |
CUSIP No. 171484108 Page 10 of 35 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 229,307 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 229,307 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 229,307 (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) 1.38% | |
| 12 | TYPE OF REPORTING PERSON* CO | |
CUSIP No. 171484108 Page 11 of 35 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 93,398 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 93,398 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,398 (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) 0.56% | |
| 12 | TYPE OF REPORTING PERSON* CO | |
CUSIP No. 171484108 Page 12 of 35 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 93,398 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 93,398 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,398 (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) 0.56% | |
| 12 | TYPE OF REPORTING PERSON* OO | |
CUSIP No. 171484108 Page 13 of 35 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 93,398 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 93,398 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,398 (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) 0.56% | |
| 12 | TYPE OF REPORTING PERSON* CO | |
CUSIP No. 171484108 Page 14 of 35 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 6,814 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 6,814 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,814 (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) 0.04% | |
| 12 | TYPE OF REPORTING PERSON* CO | |
CUSIP No. 171484108 Page 15 of 35 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 6,814 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 6,814 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,814 (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) 0.04% | |
| 12 | TYPE OF REPORTING PERSON* OO | |
CUSIP No. 171484108 Page 16 of 35 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 6,814 |
| | 6 | SHARED VOTING POWER None (See Item 4) |
| | 7 | SOLE DISPOSITIVE POWER 6,814 |
| | 8 | SHARED DISPOSITIVE POWER None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,814 (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) 0.04% | |
| 12 | TYPE OF REPORTING PERSON* CO | |
CUSIP No. 171484108 Page 17 of 35 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 368,802 (See Item 4) |
| | 6 | SHARED VOTING POWER None |
| | 7 | SOLE DISPOSITIVE POWER 368,802 (See Item 4) |
| | 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 368,802 (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) 2.22% | |
| 12 | TYPE OF REPORTING PERSON* IA | |
CUSIP No. 171484108 Page 18 of 35 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 368,802 (See Item 4) |
| | 6 | SHARED VOTING POWER None |
| | 7 | SOLE DISPOSITIVE POWER 368,802 (See Item 4) |
| | 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 368,802 (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) 2.22% | |
| 12 | TYPE OF REPORTING PERSON* IN | |
| Item 1 | (a) | Name of Issuer : |
|---|---|---|
| CHURCHILL DOWNS INC. (the Company) | ||
| (b) | Address of Issuers 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 16.46% 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 30.61% 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 6.05% 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 17.69% of the equity interests in AMF. | ||
| (6) 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. Roys Drive-3rd Floor, P.O. Box 694, Grand Cayman, Cayman Islands, British West Indies. AGJ owns 9.31% of the equity interests in | ||
| AMF. | ||
| (7) 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. |
Page 19 of 35 Pages
| (8) 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 29.01% of the equity interests in AEMF. |
| --- |
| (9) 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 70.98% of the equity interests in AEMF. |
| (10) 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. |
| (11) 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 55.50% of the equity interests in BZMF. |
| (12) 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 44.25% of the equity interests in BZMF. |
| (13) 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. |
| (14) 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 36.67% of the equity interests in AFT MASTER. |
| (15) 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 63.23% of the equity interests in AFT MASTER |
| (16) 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, AGJ, AEMF, AEF LP, AEF LTD, BZMF, BZF LLC, BZF LTD, AFT MASTER, AFT LP and AFT
LTD. |
Page 20 of 35 Pages
| | (17) 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 | |
| Item 4 | Ownership: | |
| | AMF | |
| | (a) | Amount Beneficially Owned : |
| | | 39,283 |
| | (b) | Percent of Class : |
| | | 0.24% |
| | (c) | Number of Shares as to which person has : |
| | | (i) Sole power to vote or to direct vote: |
| | | 39,283 |
| | | (ii) Shared power to vote or to direct vote: |
| | | None |
| | | (iii) Sole power to dispose or direct disposition of: |
| | | 39,283 |
Page 21 of 35 Pages
| (iv) Shared power to dispose or to direct disposition of: | |
|---|---|
| None | |
| AG | |
| (a) | Amount Beneficially Owned : |
| By virtue of its ownership of 16.46% of the equity interest in AMF, AG may be deemed to beneficially own the 39,283 Shares of the Companys Common Stock beneficially owned by AMF. | |
| (b) | Percent of Class : |
| 0.24% | |
| (c) | Number of Shares as to which person has : |
| (i) Sole power to vote or to direct vote: | |
| 39,283 | |
| (ii) Shared power to vote or to direct vote: | |
| None | |
| (iii) Sole power to dispose or direct disposition of: | |
| 39,283 | |
| (iv) Shared power to dispose or to direct disposition of: | |
| None | |
| AGI | |
| (a) | Amount Beneficially Owned : |
| By virtue of its ownership of 30.61% of the equity interest in AMF, AGI may be deemed to beneficially own the 39,283 Shares of the Companys Common Stock beneficially owned by | |
| AMF. |
Page 22 of 35 Pages
| (b) | Percent of Class : |
|---|---|
| 0.24% | |
| (c) | Number of Shares as to which person has : |
| (i) Sole power to vote or to direct vote: | |
| 39,283 | |
| (ii) Shared power to vote or to direct vote: | |
| None | |
| (ii) Sole power to dispose or direct disposition of: | |
| 39,283 | |
| (iv) Shared power to dispose or to direct disposition of: | |
| None | |
| AIF LLC | |
| (a) | Amount Beneficially Owned : |
| By virtue of its ownership of 6.05% of the equity interest in AMF, AIF LLC may be deemed to beneficially own the 39,283 Shares of the Companys Common Stock beneficially owned by AMF. | |
| (b) | Percent of Class : |
| 0.24% | |
| (c) | Number of Shares as to which person has : |
| (i) Sole power to vote or to direct vote: | |
| 39,283 | |
| (ii) Shared power to vote or to direct vote: | |
| None | |
| (iii) Sole power to dispose or direct disposition of: | |
| 39,283 |
Page 23 of 35 Pages
| (iv) Shared power to dispose or to direct disposition of: | |
|---|---|
| None | |
| AIF LTD | |
| (a) | Amount Beneficially Owned : |
| By virtue of its ownership of 17.69% of the equity interest in AMF, AIF LTD may be deemed to beneficially own the 39,283 Shares of the Companys Common Stock beneficially owned by AMF. | |
| (b) | Percent of Class : |
| 0.24% | |
| (c) | Number of Shares as to which person has : |
| (i) Sole power to vote or to direct vote: | |
| 39,283 | |
| (ii) Shared power to vote or to direct vote: | |
| None | |
| (iii) Sole power to dispose or direct disposition of: | |
| 39,283 | |
| (iv) Shared power to dispose or to direct disposition of: | |
| None | |
| AGJ | |
| (a) | Amount Beneficially Owned : |
| By virtue of its ownership of 9.31% of the equity interest in AMF, AGJ may be deemed to beneficially own the 39,283 Shares of the Companys Common Stock beneficially owned by | |
| AMF. |
Page 24 of 35 Pages
| (b) | Percent of Class : |
|---|---|
| 0.24% | |
| (c) | Number of Shares as to which person has : |
| (i) Sole power to vote or to direct vote: | |
| 39,283 | |
| (ii) Shared power to vote or to direct vote: | |
| None | |
| (iii) Sole power to dispose or direct disposition of: | |
| 39,283 | |
| (iv) Shared power to dispose or to direct disposition of: | |
| None | |
| AEMF | |
| (a) | Amount Beneficially Owned : |
| 229,307 | |
| (b) | Percent of Class : |
| 1.38% | |
| (c) | Number of Shares as to which person has : |
| (i) Sole power to vote or to direct vote: | |
| 229,307 | |
| (ii) Shared power to vote or to direct vote: | |
| None | |
| (iii) Sole power to dispose or direct disposition | |
| of: |
Page 25 of 35 Pages
| 229,307 | |
|---|---|
| (iv) Shared power to dispose or to direct disposition of: | |
| None | |
| AEF LP | |
| (a) | Amount Beneficially Owned : |
| By virtue of its ownership of 29.01% of the equity interest in AEMF, AEF LP may be deemed to beneficially own the 229,307 Shares of the Companys Common Stock beneficially owned by AEMF. | |
| (b) | Percent of Class : |
| 1.38% | |
| (c) | Number of Shares as to which person has : |
| (i) Sole power to vote or to direct vote: | |
| 229,307 | |
| (ii) Shared power to vote or to direct vote: | |
| None | |
| (iii) Sole power to dispose or direct disposition of: | |
| 229,307 | |
| (iv) Shared power to dispose or to direct disposition of: | |
| None |
Page 26 of 35 Pages
| AEF LTD | |
|---|---|
| (a) | Amount Beneficially Owned : |
| By virtue of its ownership of 70.98% of the equity interest in AEMF, AEF LTD may be deemed to beneficially own the 229,307 Shares of the Companys Common Stock beneficially owned by AEMF. | |
| (b) | Percent of Class : |
| 1.38% | |
| (c) | Number of Shares as to which person has : |
| (i) Sole power to vote or to direct vote: | |
| 229,307 | |
| (ii) Shared power to vote or to direct vote: | |
| None | |
| (iii) Sole power to dispose or direct disposition of: | |
| 229,307 | |
| (iv) Shared power to dispose or to direct disposition of: | |
| None | |
| BZMF | |
| (a) | Amount Beneficially Owned : |
| 93,398 | |
| (b) | Percent of Class : |
| 0.56% | |
| (c) | Number of Shares as to which person has : |
| (ii) Sole power to vote or to direct vote: | |
| 93,398 |
Page 27 of 35 Pages
| (ii) Shared power to vote or to direct vote: | |
|---|---|
| None | |
| (iii) Sole power to dispose or direct disposition of: | |
| 93,398 | |
| (iv) Shared power to dispose or to direct disposition of: | |
| None | |
| BZF LLC | |
| (a) | Amount Beneficially Owned : |
| By virtue of its ownership of 55.50% of the equity interest in BZMF, BZF LLC may be deemed to beneficially own the 93,398 Shares of the Companys Common Stock beneficially owned by BZMF. | |
| (b) | Percent of Class : |
| 0.56% | |
| (c) | Number of Shares as to which person has : |
| (iii) Sole power to vote or to direct vote: | |
| 93,398 | |
| (ii) Shared power to vote or to direct vote: | |
| None | |
| (iii) Sole power to dispose or direct disposition of: | |
| 93,398 | |
| (iv) Shared power to dispose or to direct disposition of: | |
| None |
Page 28 of 35 Pages
| BZF LTD | |
|---|---|
| (a) | Amount Beneficially Owned : |
| By virtue of its ownership of 44.25% of the equity interest in BZMF, BZF LTD may be deemed to beneficially own the 93,398 Shares of the Companys Common Stock beneficially owned by BZMF. | |
| (b) | Percent of Class : |
| 0.56% | |
| (c) | Number of Shares as to which person has : |
| (i) Sole power to vote or to direct vote: | |
| 93,398 | |
| (ii) Shared power to vote or to direct vote: | |
| None | |
| (iv) Sole power to dispose or direct disposition of: | |
| 93,398 | |
| (iv) Shared power to dispose or to direct disposition of: | |
| None | |
| AFT MASTER | |
| (a) | Amount Beneficially Owned: |
| 6,814 | |
| (b) | Percent of Class : |
| 0.04% | |
| (c) | Number of Shares as to which person has : |
| (i) Sole power to vote or to direct vote: | |
| 6,814 |
Page 29 of 35 Pages
| (ii) Shared power to vote or to direct vote: | |
|---|---|
| None | |
| (iii) Sole power to dispose or direct disposition of: | |
| 6,814 | |
| (iv) Shared power to dispose or to direct disposition of: | |
| None | |
| AFT LP | |
| (a) | Amount Beneficially Owned : |
| By virtue of its ownership of 36.67% of the equity interest in AFT MASTER, AFT LP may be deemed to beneficially own the 6,814 Shares of the Companys Common Stock beneficially owned by AFT MASTER. | |
| (b) | Percent of Class: |
| 0.04% | |
| (c) | Number of Shares as to which person has: |
| (i) Sole power to vote or to direct vote: | |
| 6,814 | |
| (ii) Shared power to vote or to direct vote: | |
| None | |
| (iii) Sole power to dispose or direct disposition of: | |
| 6,814 | |
| (iv) Shared power to dispose or to direct disposition of: | |
| None |
Page 30 of 35 Pages
| AFT LTD | |
|---|---|
| (a) | Amount Beneficially Owned : |
| By virtue of its ownership of 63.23% of the equity interest in AFT MASTER, AFT LTD may be deemed to beneficially own the 6,814 Shares of the Companys Common Stock beneficially owned by AFT MASTER. | |
| (b) | Percent of Class : |
| 0.04% | |
| (c) | Number of Shares as to which person has : |
| (i) Sole power to vote or to direct vote: | |
| 6,814 | |
| (ii) Shared power to vote or to direct vote: | |
| None | |
| (iii) Sole power to dispose or direct disposition of: | |
| 6,814 | |
| (iv) Shared power to dispose or to direct disposition of: | |
| None | |
| BAM | |
| (a) | Amount Beneficially Owned : |
| By virtue of its position as investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AGJ, AEMF, AEF LP, AEF LTD, BZMF, BZF LLC, BZF LTD, AFT MASTER, AFT LP and AFT LTD, BAM may be deemed to beneficially own the 368,802 Shares | |
| of the Companys Common Stock beneficially owned by AMF, AG, AGI, AIF LLC, AIF LTD, AGJ, AEMF, AEF LP, AEF LTD, BZMF, BZF LLC, BZF LTD, AFT MASTER, AFT LP and AFT LTD. | |
| (b) | Percent of Class : |
| 2.22% |
Page 31 of 35 Pages
| (c) | Number of Shares as to which person has: |
|---|---|
| (i) Sole power to vote or to direct vote: | |
| 368,802 | |
| (ii) Shared power to vote or to direct vote: | |
| None | |
| (iii) Sole power to dispose or direct disposition of: | |
| 368,802 | |
| (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 368,802 Shares of the Companys Common Stock beneficially owned by BAM. | |
| (b) | Percent of Class : |
| 2.22% | |
| (c) | Number of Shares as to which person has : |
| (i) Sole power to vote or to direct vote: | |
| 368,802 | |
| (ii) Shared power to vote or to direct vote: | |
| None | |
| (iii) Sole power to dispose or direct disposition of: | |
| 368,802 |
Page 32 of 35 Pages
| (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 | |
| 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 33 of 35 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: February 14, 2017
| ATLAS MASTER FUND, LTD. — By: | /s/ Scott Schroeder | ATLAS GLOBAL, LLC — By: | /s/ Scott Schroeder |
|---|---|---|---|
| Scott Schroeder | Scott Schroeder | ||
| Authorized Signatory | Authorized Signatory | ||
| A TLAS GLOBAL INVESTMENTS, LTD. | ATLAS INSTITUTIONAL FUND, LLC | ||
| By: | /s/ Scott Schroeder | By: | /s/ Scott Schroeder |
| Scott Schroeder | Scott Schroeder | ||
| Authorized Signatory | Authorized Signatory | ||
| ATLAS INSTITUTIONAL FUND, LTD. | ATLAS GLOBAL JAPAN UNIT TRUST | ||
| By: | /s/ Scott Schroeder | By: | /s/ Scott Schroeder |
| Scott Schroeder | Scott Schroeder | ||
| Authorized Signatory | Authorized Representative | ||
| ATLAS ENHANCED MASTER FUND, LTD. | ATLAS ENHANCED FUND, L.P. | ||
| By: | /s/ Scott Schroeder | By: | /s/ Scott Schroeder |
| Scott Schroeder | Scott Schroeder | ||
| Authorized Signatory | Authorized Signatory |
Page 34 of 35 Pages
| ATLAS ENHANCED FUND, LTD — By: | /s/ Scott Schroeder | BAM ZIE MASTER FUND, LTD — By: | /s/ Scott Schroeder |
|---|---|---|---|
| Scott Schroeder | Scott Schroeder | ||
| Authorized Signatory | Authorized Signatory | ||
| BAM ZIE FUND, LLC | BAM ZIE FUND, LTD | ||
| By: | /s/ Scott Schroeder | By: | /s/ Scott Schroeder |
| Scott Schroeder | Scott Schroeder | ||
| Authorized Signatory | Authorized Signatory | ||
| ATLAS FUNDAMENTAL TRADING MASTER FUND LTD. | ATLAS FUNDAMENTAL TRADING FUND, L.P. | ||
| By: | /s/ Scott Schroeder | By: | /s/ Scott Schroeder |
| Scott Schroeder | Scott Schroeder | ||
| Authorized Signatory | Authorized Signatory | ||
| ATLAS FUNDAMENTAL TRADING FUND, LTD. | BALYASNY ASSET MANAGEMENT L.P. | ||
| By: | /s/ Scott Schroeder | By: | /s/ Scott Schroeder |
| Scott Schroeder | Scott Schroeder | ||
| Authorized Signatory | Authorized Signatory | ||
| DMITRY BALYASNY | |||
| By: | /s/ Scott Schroeder | ||
| Scott Schroeder | |||
| Authorized Representative |
Page 35 of 35 Pages
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