SEC Filing | Churchill Downs, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DUCHOSSOIS RICHARD L

(Last)

(First)

(Middle)

845 LARCH AVENUE

(Street)

ELMHURST

60126

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHURCHILL DOWNS INC [ CHDN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	06/30/2009		J⁽²⁾		17,646	D	$0	137,141	I	By 845 Larch Acquisition Corp LLC
Common Stock⁽³⁾								3,150,000	I	By The Duchossois Group, Inc.
Common Stock								100,000	I	by RLD Revocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

DUCHOSSOIS RICHARD L

(Last)

(First)

(Middle)

845 LARCH AVENUE

(Street)

ELMHURST

60126

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

845 Larch Acquisition Corp LLC

(Last)

(First)

(Middle)

845 LARCH AVENUE

(Street)

ELMHURST

60126

(City)

(State)

(Zip)

Explanation of Responses:

1. This form is a joint filing by 845 Larch Acquistion Corp LLC ("845 LARCH") and Richard L. Duchossois. Richard L. Duchossois, by virtue of his relationship with 845 LARCH, may be deemed to beneficially own the shares of common stock of Churchill Downs Incorporated (the "Issuer") that are held by 845 LARCH. Richard L. Duchossois disclaims benefical ownership with respect to the shares of common stock of the Issuer held by 845 LARCH, except with respect to the pecuniary interest in such shares attributable to him by virtue of his equity interest in 845 LARCH.

2. Reflects shares of the Issuer distributed by 845 LARCH to its members.

3. Reflects shares of common stock of the Issuer that are owned directly by The Duchossois Group, Inc. ("TDG"). Richard L. Duchossois, by virtue of his relationship with TDG, may be deemed to beneficially own the shares of the Issuer that TDG may be deemed to beneficially own. 845 LARCH disclaims beneficial ownership with respect to the shares of common stock of the Issuer held by TDG.

	/s/ Eric A. Reeves, attorney-in-fact for Richard L. Duchossois	07/02/2009
	/s/ Colleen M O'connor, Vice President and Treasurer of 845 Larch Acquisition Corp LLC	07/02/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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