SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Fillmore CCA Holdings I, LLC (Last) (First) (Middle) 100 FILLMORE STREET SUITE 600 (Street) DENVER CO 80206 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/19/2013	3. Issuer Name and Ticker or Trading Symbol ClubCorp Holdings, Inc. [ MYCC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	50,569,730(1)	I	See Footnotes(2)(3)(4)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Fillmore CCA Holdings I, LLC (Last) (First) (Middle) 100 FILLMORE STREET SUITE 600 (Street) DENVER CO 80206 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fillmore CCA (Alternative), L.P. (Last) (First) (Middle) 100 FILLMORE STREET SUITE 600 (Street) DENVER CO 80206 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fillmore CCA Supplemental TE (Alternative), L.P. (Last) (First) (Middle) 100 FILLMORE STREET SUITE 600 (Street) DENVER CO 80206 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fillmore CCA TE (Alternative), L.P. (Last) (First) (Middle) 100 FILLMORE STREET SUITE 600 (Street) DENVER CO 80206 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fillmore CCA TE-A (Alternative), L.P. (Last) (First) (Middle) 100 FILLMORE STREET SUITE 600 (Street) DENVER CO 80206 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KSL CAPITAL PARTNERS II FF LP (Last) (First) (Middle) 100 FILLMORE STREET SUITE 600 (Street) DENVER CO 80206 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KSL CAPITAL PARTNERS SUPPLEMENTAL II LP (Last) (First) (Middle) 100 FILLMORE STREET SUITE 600 (Street) DENVER CO 80206 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KSL CCA 2010 Co-Invest 2, L.P. (Last) (First) (Middle) 100 FILLMORE STREET SUITE 600 (Street) DENVER CO 80206 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KSL CCA 2010 Co-Invest, L.P. (Last) (First) (Middle) 100 FILLMORE STREET SUITE 600 (Street) DENVER CO 80206 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KSL CCA Co-Invest 2 LP (Last) (First) (Middle) 100 FILLMORE STREET SUITE 600 (Street) DENVER CO 80206 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares represent shares of common stock, par value $0.01 per share ("Common Stock") of ClubCorp Holdings, Inc. (the "Issuer") that are directly held by Fillmore CCA Investment, LLC ("Fillmore").

2. Fillmore CCA Holdings I, LLC ("Holdings I") holds shares of stock indirectly through Fillmore. The members of Holdings I are Fillmore CCA (Alternative), L.P., Fillmore CCA Supplemental TE (Alternative), L.P., Fillmore CCA TE (Alternative), L.P., Fillmore CCA TE-A (Alternative), L.P., KSL Capital Partners II FF, L.P., KSL Capital Partners Supplemental II, L.P., KSL CCA 2010 Co-Invest 2, L.P., KSL CCA 2010 Co-Invest, L.P., KSL CCA Co-Invest 2, L.P. and KSL CCA Co-Invest, L.P (collectively, the "KSL Investors"). KSL Capital Partners II GP, LLC is the sole general partner of Fillmore CCA (Alternative), L.P., Fillmore CCA TE (Alternative), L.P., Fillmore CCA TE-A (Alternative), L.P. and KSL Capital Partners II FF, L.P. KSL Capital Partners Supplemental II GP, LLC is the sole general partner of Fillmore CCA Supplemental TE (Alternative), L.P. and KSL Capital Partners Supplemental II, L.P.

3. KSL Capital Partners II Co-Invest GP, LLC is the sole general partner of KSL CCA 2010 Co-Invest 2, L.P., KSL CCA 2010 Co-Invest, L.P., KSL CCA Co-Invest 2, L.P. and KSL CCA Co-Invest, L.P.

4. The investment decisions of each of KSL Capital Partners II GP, LLC, KSL Capital Partners Supplemental II GP, LLC and KSL Capital Partners II Co-Invest GP, LLC (collectively, the "KSL General Partners", and together with the KSL Investors, the "KSL Funds") regarding the shares are made by its respective special investment committee. The special investment committee of each of the KSL General Partners consists of Eric C. Resnick, Michael S. Shannon and Steven S. Siegel.

5. Each of such KSL entities and Messrs. Resnick, Shannon and Siegel may be deemed to beneficially own the shares beneficially owned by the KSL Funds directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

6. Due to the limitations of the Securities and Exchange Commission's EDGAR system, KSL CCA Co-Invest, L.P., KSL Capital Partners II GP, LLC, KSL Capital Partners Supplemental II GP, LLC, KSL Capital Partners II Co-Invest GP, LLC, Steven S. Siegel, Michael S. Shannon and Eric C. Resnick have filed a separate Form 3.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	Fillmore CCA Holdings I, LLC, /s/ Ingrid Keiser, by power of attorney	09/19/2013
	Fillmore CCA (Alternative), L.P., /s/ Ingrid Keiser, by power of attorney	09/19/2013
	Fillmore CCA Supplemental TE (Alternative), L.P., /s/ Ingrid Keiser, by power of attorney	09/19/2013
	Fillmore CCA TE (Alternative), L.P., /s/ Ingrid Keiser, by power of attorney	09/19/2013
	Fillmore CCA TE-A (Alternative), L.P., /s/ Ingrid Keiser, by power of attorney	09/19/2013
	KSL Capital Partners II FF, L.P., /s/ Ingrid Keiser, by power of attorney	09/19/2013
	KSL Capital Partners Supplemental II, L.P., /s/ Ingrid Keiser, by power of attorney	09/19/2013
	KSL CCA 2010 Co-Invest 2, L.P., /s/ Ingrid Keiser, by power of attorney	09/19/2013
	KSL CCA 2010 Co-Invest, L.P., /s/ Ingrid Keiser, by power of attorney	09/19/2013
	KSL CCA Co-Invest 2, L.P., /s/ Ingrid Keiser, by power of attorney	09/19/2013
	** Signature of Reporting Person	Date
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