SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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).

 

 

 

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Reference is hereby made to the statements on Schedule 13D originally field with the Securities and Exchange Commission on March 23, 2010, as amended pursuant to Amendment No. 1 dated June 3, 2010, and Amendment No. 2 dated August 28, 2012 (collectively the “Schedule 13D”) which are incorporated herein by reference.  Pursuant to this Amendment No. 3 to Schedule 13D, Item 5, Item 6 and Item 7 of Schedule 13D are hereby amended as follows:

 

Item 5.                    Interest in Securities of Issuer.

 

(a)           Aggregate number and percentage of class beneficially owned:

 

As of September 11, 2012, Mr. Morgan may be deemed to be the beneficial owner of 332,387 shares of common stock.

 

Based on calculations made in accordance with Rule 13d-3(d), Mr. Morgan may be deemed the beneficial owner of 8.0% of the Company’s common stock.  This calculation is based on 4,144,000 shares of common stock outstanding, as of June 30, 2012, reported in the Company’s Quarterly Report for the quarterly period ended June 30, 2012 filed with the Commission on August 14, 2012.

 

(b)           Voting and Dispositive Power:

 

Mr. Morgan has sole voting and dispositive power over 332,387 shares that may be deemed to be beneficially owned by him as of September 11, 2012.

 

(c)           Transactions within the past 60 days:  The information concerning transactions in the Common Stock effected by Mr. Morgan in the past sixty (60) days is set forth in Appendix A hereto and incorporated herein by reference.  Except as described in Item 6 below, all of the transactions were open market purchases.

 

(d)           Right to Direct the Receipt of Dividends:  Not applicable.

 

(e)           Last Date on Which Reporting Person Ceased to be a 5% Holder:  Not Applicable.

 

Item 6.                    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is hereby amended to read as follows:

 

On September 11, 2012, Mr. Morgan entered into a Stock Purchase Agreement with Mark Anderson pursuant to which Mr. Morgan purchased 42,000 shares of common stock for $12.00 per share.

 

Item 7.                    Material to be Filed as Exhibits.

 

Item 7 is hereby amended to read as follows:

 

Exhibit 99.1            Stock Purchase Agreement dated September 11, 2012 between John L. Morgan and Mark Anderson.

 

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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: September 13, 2012
	Name	/s/ John L. Morgan
		John L. Morgan

 

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Appendix A

 

Transactions by Mr. Morgan in Canterbury Park Holding Corporation during the past 60 days:

 

 

Date			Number of Shares Purchased		Price Per Share
Acquired:	9/11/12		42,000		$	12.00
	9/10/12		100		$	10.20
	8/28/12		263.000		$	9.91
	8/23/12		124.000		$	9.81
	8/22/12		952.000		$	9.76
	8/21/12		200.000		$	9.89
	8/21/12		810.000		$	9.76
	7/30/12		100.000		$	10.89
	7/30/12		300.000		$	10.92
	7/30/12		600.000		$	10.70
	7/30/12		1.000.000		$	10.71
	7/26/12		100.000		$	11.29
	7/26/12		100.000		$	11.23
	7/26/12		100.000		$	11.23
	7/26/12		200.000		$	11.35
	7/26/12		200.000		$	11.44
	7/26/12		300.000		$	11.39
	7/26/12		500.000		$	11.38
	7/26/12		600.000		$	11.40
	7/26/12		700.000		$	11.37
	7/26/12		1.200.000		$	11.40
	7/23/12		575.000		$	11.26
	7/23/12		100.000		$	11.30
	7/23/12		300.000		$	11.25
	7/23/12		300.000		$	11.28
	7/23/12		300.000		$	11.33
	7/23/12		1.000.000		$	11.26
	7/20/12		1.000.000		$	11.11
	7/20/12		1.000.000		$	11.16
	7/20/12		1.000.000		$	11.30
	7/20/12		1.000.000		$	11.30
	7/19/12		1.000.000		$	10.91
	7/18/12		1.000.000		$	11.71
	7/16/12		3.000		$	14.00
	7/12/12		1.000.000		$	11.51
	7/12/12		4.000		$	11.49
	7/12/12		28.000		$	11.78
	7/12/12		100.000		$	11.50
	7/12/12		174.000		$	11.52
	7/12/12		198.000		$	11.45
	7/12/12		200.000		$	11.48
	7/12/12		326.000		$	11.48
	7/12/12		474.000		$	11.47
	7/12/12		496.000		$	11.50
	7/12/12		1,000.000		$	11.51
	7/11/12		1,000.000		$	11.36

 

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EXHIBIT 99.1

 

STOCK PURCHASE AGREEMENT

 

This Agreement, dated this 11th day of September, 2012, is between John L. Morgan (“Purchaser”), an individual residing at 301 Kenwood Pkwy, #701, Minneapolis, MN 55403, and Mark Anderson (“Seller”), an individual residing at 575 Oxford Road, Long Lake, Minnesota 55356.

 

WHEREAS, the Seller wishes to sell 42,000 shares of common stock $.01 par value (the “Shares”) of Canterbury Park Holding Company, Inc. (the “Company”) to Purchaser, and the Purchaser wishes to purchase the Shares from the Seller.

 

WHEREAS, the Shares represent all of the shares of common stock of the Company beneficially owned by Seller.

 

NOW THEREFORE, the parties hereby agree as follows:

 

1.             The Seller agrees to sell the Shares at a price of $12.00 per share for a total purchase price of $504,000 in cash (the “Aggregate Purchase Price”), and Purchaser agrees to pay the Aggregate Purchase Price in cash to buy the Shares.

 

2.             To fulfill its obligations in paragraph 1, the Seller shall instruct its brokers, Northland Securities, Agency Trading Group and E-Trade (“Seller’s Broker”), pursuant to the instructions attached hereto as Exhibit A, to deliver the Shares to Purchaser’s broker, Fidelity Investments (“Purchaser’s Broker”), by means of a DWAC transaction to be credited to Purchaser’s account (herein the “DWAC Transfer”) as set forth on Exhibit A.

 

3.             Upon receiving notification from Purchaser’s Broker that the DWAC Transfer has occurred, Purchaser shall wire $504,000 to the financial institution designated by Seller as full payment to the Seller for the Shares.

 

4.             Representations.

 

(a)   The undersigned Seller hereby represents and warrants that he is duly authorized to enter into this Agreement;

 

(b)   The undersigned Seller hereby represents and warrants that he has good and sole title to the Shares free and clear of encumbrances and claims of third parties, that there is no litigation pending against Seller; and that, upon completion of the transactions contemplated by this Agreement, Purchaser will acquire the Shares free and clear of any liens, encumbrances or other claims; and

 

(c)   The undersigned Seller hereby represents and warrants that the Shares represent all of the shares of common stock of the Company beneficially owned by Seller, as beneficial ownership is defined under Rule 13d-3 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”).

 

 

(d)   The undersigned Seller hereby represents and warrants that he is not and has never been a member of any “group” with respect to any shares of common stock of the Company as group is defined under Section 13(d) of the Exchange Act.

 

(e)   Purchaser hereby represents and warrants that he is duly authorized to enter into this Agreement.

 

5.             Release and Covenant Not to Sue.  Seller agrees, on its behalf and on behalf of its successors, assigns, estate and heirs to release and forever discharge Purchaser and its affiliates, successors, assigns, estate or heirs from all actions, causes of actions, suits, debts, sums of money, accounts or other claims or demands whatsoever in law or equity or otherwise, whether fixed or contingent, known or unknown, which Seller ever had, now has or hereafter may have, upon or by reason of or arising out of this Agreement or Seller’s ownership of common stock of the Company.

 

6.             This Agreement may be executed in counterparts and shall become effective when duly authorized representatives of both of the undersigned parties have executed this Agreement and have delivered an original or copy of this signed agreement to the other party.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first stated above.

 

 

PURCHASER
By:	/s/ John L. Morgan
SELLER
By:	/s/ Mark Anderson

 

 

EXHIBIT A

 

Date:  September 11, 2012

 

Instructions for DWAC Transfer by Mark Anderson.

 

I hereby authorize and direct that the brokers named below deliver by means of a DWAC Transfer 42,000 shares of Canterbury Park Holding Company, Inc. common stock $.01 par value it holds in an account for the benefit of Mark Anderson to the broker of John L. Morgan named below.

 

Seller’s Broker Information:
Broker:		Northland Securities (26,600 shares)
Name of Contact:		Nic Shermeta
Phone Number:		(612) 382-3231
Broker:		Agency Trading Group (4,900 shares)
Name of Contact:		Johnny Whitaker
Phone Number:		(612) 240-1819
Broker:		E-Trade (10,500 shares)
Name of Contact:		Greg Schowengerdt
Phone Number:		800-503-9260
Purchaser’s Broker Information:
Broker:		Fidelity Investments
Name of contact:		Todd Krough
Phone Number:		800-543-2165

 

 

Mark Anderson

/s/ Mark Anderson

Name:

Date: September 11, 2012

Number of shares to be transferred: 42,000

Sale price per share: $12.00