Amended Statement of Ownership (sc 13g/a)
February 18 2015 - 6:01AM
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.
13)*
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Canterbury
Park Holding Corporation
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(Name of Issuer)
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Common
Stock, $.01 par value
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(Title of Class of
Securities)
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13811E
10 1
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(CUSIP Number)
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December
31, 2014
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(Date of Event That
Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting persons
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).
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CUSIP No. 13811E 10
1
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13G
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1
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NAME OF REPORTING PERSON: Randall D. 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) o (b) o
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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
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH:
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5
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SOLE VOTING POWER
259,329
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6
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SHARED VOTING POWER
363,600
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7
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SOLE DISPOSITIVE POWER
259,329
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8
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SHARED DISPOSITIVE POWER
363,600
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
622,929
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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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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.69%
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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 Issuers 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: Randall D. 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:
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Page 4 of 5 Pages
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Item 4.
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Ownership:
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(a)
Amount beneficially owned: Mr. Sampson beneficially owns 622,929 shares of the outstanding common stock of the Issuer, which
includes: (i) 219,329 shares of common stock owned by Mr. Sampson individually; (ii) 40,000 options held by Mr. Sampson and
exercisable within 60 days of December 31, 2014 to purchase 40,000 shares of common stock; (iii) 342,000 shares of common stock held
by the Marian Arlis Sampson 2012 Family Irrevocable Trust, of which Mr. Sampson is a trustee; (iv) 4,900 shares of common stock owned
by Mr. Sampsons minor child; and (v) 16,700 shares owned jointly with Mr. Sampsons spouse. Mr. Sampson disclaims any beneficial
ownership of the shares of the Issuer owned by his children or the Marian Arlis Sampson 2012 Family Irrevocable Trust.
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(b)
Percent of Class: 14.69% based on 4,201,371 shares of the Issuers common stock outstanding (on average) for the three-month period
ending September 30, 2014 as reported in the Issuers Quarterly Report on Form 10-Q filed November 11, 2014 and including all 622,929
shares that could be deemed to be beneficially owned by Mr. Sampson.
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(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: 259,329 (includes options held by Mr. Sampson and exercisable within 60 days of December 31,
2014 to purchase 40,000 shares of common stock).
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(ii)
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Shared power to vote or direct the vote: 363,600
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(iii)
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Sole power to dispose or direct the disposition of: 259,329 (includes options exercisable within 60 days of December 31, 2014 to
purchase 40,000 shares)
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(iv)
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Shared power to dispose or direct the disposition
of: 363,600
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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.
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Date:
February 17, 2015
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/s/ Randall D. Sampson
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Randall D. Sampson
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