Churchill Downs Inc (CHDN) Stock: PAR Capital Management Lowers Stake Below 5%

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE
13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Churchill
Downs, Inc.

(Name of Issuer)

Common stock, par value $.01

(Title of Class of Securities)

171484108

(CUSIP Number)

Oct 21, 2016

(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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

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).

Item 1(a) Name of issuer:

Churchill Downs Incorporated

Item 1(b) Address of
issuers principal executive offices:

600 N. Hurstbourne Pkwy, Suite 400

Louisville, Kentucky 40222

2(a) Name of person filing:

PAR Investment Partners, L.P.

PAR Group, L.P.

PAR Capital Management, Inc.

2(b) Address or principal business
office or, if none, residence:

PAR Capital Management, Inc.

One International Place, Suite 2401

Boston, MA 02110

2(c) Citizenship:

State of Delaware

2(d) Title of class of securities:

Common stock, par value $.01

2(e) CUSIP No.:

171484108

Item 3. If this statement is filed pursuant to §§240.13d1(b) or 240.13d2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership

813,165

4.9%

(i) Sole power to vote or to direct the vote:

813,165

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of :

813,165

Item 5. Ownership of 5 Percent or Less of a
Class.:

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: x

Item 6. Ownership of
More than 5 Percent on Behalf of Another Person:

Not applicable

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

Item 8. Identification and
Classification of Members of the Group

Not applicable

Item 9. Notice of Dissolution of Group:

Not
applicable

Item 10. Certification:

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.

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: Oct 24, 2016