Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 10:26AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF
1934
(Amendment No. 17)*
Canterbury Park Holding Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
13811E 10 1
(CUSIP Number)
December 31, 2017
(Date of Event That Requires Filing of
this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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.
13811E 10 1
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13G
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1
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NAME OF REPORTING PERSON: Curtis A. Sampson
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities
only):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
517,403
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
353,300
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EACH
REPORTING PERSON
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7
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SOLE DISPOSITIVE POWER
511,705
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WITH:
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8
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SHARED DISPOSITIVE POWER
353,300
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
870,703
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
(
See
Instructions)
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.69%
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12
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TYPE OF REPORTING PERSON (
See
Instructions)
IN
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Item 1.
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(a)
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Name of Issuer:
Canterbury Park Holding Corporation
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(b)
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Address of Issuer's Principal Executive Offices:
1100 Canterbury
Road, Shakopee, Minnesota 55379
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Item 2.
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(a)
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Name of Person Filing:
Curtis A. Sampson
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(b)
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Address of Principal Business Office or, if None, Residence:
1100 Canterbury Road,
Shakopee, Minnesota 55379
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(c)
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Citizenship:
United States
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(d)
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Title of Class of Securities:
Common Stock, $.01 par value
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(e)
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CUSIP Number:
13811E 10 1
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b)
or(c), check whether the person filing is a:
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(a)
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¨
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Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8);
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(e)
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¨
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d 1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d 1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section
3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________________
(a) Amount
beneficially owned: Mr. Sampson beneficially owns 870,703 shares of the outstanding common stock of the Issuer, which includes:
(i) 499,705 of common stock
owned by Mr. Sampson individually; (ii) options held by Mr. Sampson
and exercisable within 60 days of December 31, 2017 to purchase 12,000 shares of common stock; (iii) 5,698 shares of restricted
stock subject to restrictions on resale; (iv) 11,300 shares of common stock owned by Mr. Sampson’s spouse; and (v) 342,000
shares of common stock held by the Marian Arlis Sampson 2012 Family Irrevocable Trust, of which Mr. Sampson’s spouse is
a beneficiary. Mr. Sampson disclaims any beneficial ownership of the shares of the Issuer owned by his spouse.
(b) Percent
of Class: 19.69% based on 4,410,492 shares of the Issuer’s common stock outstanding (on average) for the three-month period
ending September 30, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed November 14, 2017 and including
all 870,703 shares that could be deemed to be beneficially owned by Mr. Sampson.
(c) The
Reporting Person has the power to vote or dispose of the shares as follows:
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(i)
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Sole power to vote or direct the vote: 517,403 (includes
options held by Mr. Sampson and exercisable within 60 days of December 31, 2017 to purchase
12,000 shares of common stock; 5,698 shares of restricted stock).
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(ii)
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Shared power to vote or direct the vote: 353,300
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(iii)
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Sole power to dispose or direct the disposition of: 511,705
(includes options exercisable within 60 days of December 31, 2017 to purchase 12,000
shares; excludes 5,698 shares of restricted stock)
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(iv)
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Shared power to dispose or direct the disposition of: 353,300
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
¨
.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person:
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Reported
on By the Parent Holding Company or Control Person:
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group:
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Not Applicable
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Item 9.
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Notice of Dissolution of Group:
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Not Applicable
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Item 10.
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Certification:
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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 securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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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, 2018
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/s/ Curtis A. Sampson
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Curtis A. Sampson
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