SEC Form SCHEDULE 13G filed by Canterbury Park Holding Corporation 'New'
$CPHC
Services-Misc. Amusement & Recreation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Canterbury Park Holding Corp (Name of Issuer) |
Common Stock, $.01 par value (Title of Class of Securities) |
13811E101 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 13811E101 |
| 1 | Names of Reporting Persons
SAMPSON RANDALL D | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | 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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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
993,703.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Canterbury Park Holding Corp | |
| (b) | Address of issuer's principal executive offices:
1100 CANTERBURY ROAD S., SHAKOPEE, MINNESOTA, 55379 | |
| Item 2. | ||
| (a) | Name of person filing:
Randall D. Sampson | |
| (b) | Address or principal business office or, if none, residence:
1100 Canterbury Road, Shakopee, Minnesota 55379 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Common Stock, $.01 par value | |
| (e) | CUSIP No.:
13811E101 | |
| Item 3. | 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of December 31, 2024, Mr. Sampson beneficially owns 993,703 shares of the outstanding common stock of the Company, which includes:
(i) 258,313 shares of common stock owned by Mr. Sampson individually and includes 1,000 shares of unvested deferred stock that will vest within sixty days from December 31, 2024;
(ii) 33,530 shares of common stock owned jointly by Mr. Sampson and his spouse;
(iii) 34,173 shares of common stock held by the Randall D. Sampson GST Trust, of which Mr. Sampson is the sole trustee;
(iv) 667,387 shares of common stock held by Sampson Family Real Estate Holdings, LLC, of which Mr. Sampson is the sole manager; and
(v) 300 shares of common stock held by the Sampson Family Foundation, a charitable foundation of which Mr. Sampson is one of five directors. The two officers of the Sampson Family Foundation have the authority to vote and dispose of the shares of common stock held by the Sampson Family Foundation. Mr. Sampson is not an officer of the Sampson Family Foundation.
Does not include 10,150 shares of unvested deferred stock that will vest beyond sixty days from December 31, 2024.
Mr. Sampson disclaims beneficial ownership of all of the foregoing shares of the Company's common stock except those shares he holds individually or jointly with his spouse. | |
| (b) | Percent of class:
19.8% based on 5,019,609 shares of the Company's common stock outstanding on November 8, 2024 as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed on November 8, 2024. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
959,873 | ||
| (ii) Shared power to vote or to direct the vote:
33,830 | ||
| (iii) Sole power to dispose or to direct the disposition of:
959,873 | ||
| (iv) Shared power to dispose or to direct the disposition of:
33,830 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, 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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