Filing Details

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

Page 2 of 5 Pages

CUSIP No. 13811E 10 1

13G

1

NAME OF REPORTING PERSON: Randall D. Sampson

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only):

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON

WITH:

5

SOLE VOTING POWER

969,440

6

SHARED VOTING POWER

23,612

7

SOLE DISPOSITIVE POWER

969,440

8

SHARED DISPOSITIVE POWER

23,612

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

993,052

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(See Instructions)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

20.2%

12

TYPE OF REPORTING PERSON (See Instructions)

IN

(a)

Name of Issuer: Canterbury Park Holding Corporation (the “Company”)

(b)

Address of Issuer's Principal Executive Offices: 1100 Canterbury Road, Shakopee, Minnesota 55379

(a)

Name of Person Filing: Randall D. Sampson

(b)

Address of 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 Number:           13811E 10 1

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);

(b)

☐      Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐      Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐      Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☐      An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

☐      An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

☐      A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

☐      A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐      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);

(j)

☐      A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

☐      Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership:

(a)

Amount beneficially owned:

(i)

267,880 shares of common stock owned by Mr. Sampson individually;

(ii)

23,312 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 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.

(b)

Percent of Class: 20.2% based on 4,910,408 shares of the Company’s common stock outstanding on March 31, 2023 as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed on May 12, 2023.

(c)

The Reporting Person has the power to vote or dispose of the shares as of June 28, 2023 as follows:

(i)

Sole power to vote or direct the vote: 969,440

(ii)

Shared power to vote or direct the vote: 23,612

(iii)

Sole power to dispose or direct the disposition of: 969,440

(iv)

Shared power to dispose or direct the disposition of: 23,612

Item 5.

Ownership of Five Percent or Less of a Class:

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person:

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Reported on By the Parent Holding Company or Control Person:

Item 8.

Identification and Classification of Members of the Group:

Item 9.

Notice of Dissolution of Group:

Item 10.

Certification: