UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
Fillmore CCA Investment, LLC

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
32,768,922

6.

Shared Voting Power:
0

7.

Sole Dispositive Power:
32,768,922

8.

Shared Dispositive Power:
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8% †

12.

Type of Reporting Person (See Instructions):
OO

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
Fillmore CCA Holdings I, LLC

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
32,768,922*

6.

Shared Voting Power:
0

7.

Sole Dispositive Power:
32,768,922*

8.

Shared Dispositive Power:
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8%* †

12.

Type of Reporting Person (See Instructions):
OO

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
Fillmore CCA (Alternative), L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
32,768,922*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
32,768,922*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8%* †

12.

Type of Reporting Person (See Instructions):
PN

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
Fillmore CCA Supplemental TE (Alternative), L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
32,768,922*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
32,768,922*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8%* †

12.

Type of Reporting Person (See Instructions):
PN

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
Fillmore CCA TE (Alternative), L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
32,768,922*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
32,768,922*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8%* †

12.

Type of Reporting Person (See Instructions):
PN

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
Fillmore CCA TE-A (Alternative), L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
32,768,922*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
32,768,922*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8%* †

12.

Type of Reporting Person (See Instructions):
PN

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
KSL Capital Partners II FF, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
32,768,922*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
32,768,922*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8%* †

12.

Type of Reporting Person (See Instructions):
PN

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
KSL Capital Partners Supplemental II, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
32,768,922*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
32,768,922*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8%* †

12.

Type of Reporting Person (See Instructions):
PN

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
KSL CCA 2010 Co-Invest 2, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
32,768,922*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
32,768,922*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8%* †

12.

Type of Reporting Person (See Instructions):
PN

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
KSL CCA 2010 Co-Invest, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
32,768,922*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
32,768,922*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8%* †

12.

Type of Reporting Person (See Instructions):
PN

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
KSL CCA Co-Invest 2, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
32,768,922*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
32,768,922*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8%* †

12.

Type of Reporting Person (See Instructions):
PN

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
KSL CCA Co-Invest, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
32,768,922*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
32,768,922*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8%* †

12.

Type of Reporting Person (See Instructions):
PN

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
KSL Capital Partners II GP, LLC

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
32,768,922*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
32,768,922*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8%* †

12.

Type of Reporting Person (See Instructions):
OO

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
KSL Capital Partners Supplemental II GP, LLC

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
32,768,922*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
32,768,922*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8%* †

12.

Type of Reporting Person (See Instructions):
OO

CUSIP No. 18948M108

13G

1.

Name of Reporting Persons:
KSL Capital Partners II Co-Invest GP, LLC

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
32,768,922*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
32,768,922*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
32,768,922*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
50.8%* †

12.

Type of Reporting Person (See Instructions):
OO

Item 1. (a).

Name of Issuer

ClubCorp Holdings, Inc.

(b).

Address of Issuer’s Principal Executive Offices:

3030 LBJ Freeway, Suite 600
Dallas, Texas 75234
(972) 243-6191

Item 2(a).

Name of Person Filing
Fillmore CCA Investment, LLC

Fillmore CCA Holdings I, LLC

Fillmore CCA (Alternative), L.P.

Fillmore CCA Supplemental TE (Alternative), L.P.

Filmore 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.

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

Item 2(b).

Address of Principal Business Office

The principal business office for all persons filing is:

c/o KSL Capital Partners, LLC

100 Fillmore Street, Suite 600

Denver, CO  80206

Item 2(c).

Citizenship

See Item 4 of each cover page.

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.01 per share.

Item 2(e).

CUSIP Number:

18948M108

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

Fillmore CCA Investment, LLC (“Fillmore”) is a limited liability company incorporated under the laws of Delaware, the equity interests of which are held by a private investor group.  Fillmore holds 32,768,922 shares of Common Stock of the Issuer, or 50.8% of the outstanding shares of Common Stock of the Issuer based on 64,443,332 shares of Common Stock of the Issuer outstanding as of October 9, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 9, 2014 filed with the Securities and Exchange Commission.

Fillmore CCA Holdings I, LLC (“Holdings I”) beneficially owns 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.  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.  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. Each of the Reporting Persons and the members of the special investment committee of each of the KSL General Partners may be deemed to beneficially own the Common Stock beneficially owned by Holdings I, but neither the filing of this Amendment No. 1 to Schedule 13G nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than Fillmore) is the beneficial owner of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.  Each of the members of the special investment committee of each of the KSL General Partners disclaim beneficial ownership of any shares of Common Stock.

Based on the ownership of outstanding capital of Fillmore and Holdings I specified above, the following shares of Common Stock held by Fillmore would be attributable to each of the following Reporting Persons:

Reporting Person

Shares Attributable

Percent(*)

Fillmore CCA Investment, LLC

32,768,922

50.8

%

Fillmore CCA Holdings I, LLC

32,768,922

50.8

%

KSL Capital Partners II Co-Invest GP, LLC

17,196,017

26.7

%

KSL CCA 2010 Co-Invest, L.P.

12,034,483

18.7

%

KSL Capital Partners II GP, LLC

10,354,838

16.1

%

KSL Capital Partners Supplemental II GP, LLC

5,218,067

8.1

%

Filmore CCA TE-A (Alternative), L.P.

4,173,105

6.5

%

Fillmore CCA TE (Alternative), L.P.

4,122,362

6.4

%

Fillmore CCA Supplemental TE (Alternative), L.P.

3,026,190

4.7

%

KSL Capital Partners Supplemental II LP

2,191,877

3.4

%

KSL CCA Co-Invest LP

2,014,754

3.1

%

KSL CCA 2010 Co-Invest 2, L.P.

1,938,238

3.0

%

Fillmore CCA (Alternative), L.P.

1,660,014

2.6

%

KSL CCA Co-Invest 2 LP

1,208,541

1.9

%

KSL Capital Partners II FF LP

399,356

(**)

(*)                                 The calculation of the foregoing percentage is based on 64,443,332 shares of Common Stock of the Issuer outstanding as of October 9, 2014.

(**)                          Less than 1%.

(b)

Percent of class:   

See Item 11 of each cover page, which is based upon Item 9 of each cover page.  See also Item 4(a) above.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

See Item 5 of each cover page.  See also Item 4(a) above.

(ii)

Shared power to vote or to direct the vote    

See Item 6 of each cover page.  See also Item 4(a) above.

(iii)

Sole power to dispose or to direct the disposition of    

See Item 7 of each cover page.  See also Item 4(a) above.

(iv)

Shared power to dispose or to direct the disposition of   

See Item 8 of each cover page.  See also Item 4(a) above.

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

See Item 4 above.  To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, the persons named in Item 4 above and the partners, members, affiliates and equityholders of the Reporting Persons and of the other persons named in Item 4 above has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

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.

Not Applicable.

Fillmore CCA Investment, LLC

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Director

Fillmore CCA Holdings I, LLC

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Chief Operating Officer

Fillmore CCA (Alternative), L.P.

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Chief Operating Officer

Fillmore CCA Supplemental TE (Alternative), L.P.

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Chief Operating Officer

Filmore CCA TE (Alternative), L.P.

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Chief Operating Officer

Fillmore CCA TE-A (Alternative), L.P.

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Chief Operating Officer

KSL Capital Partners II FF, L.P.

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Chief Operating Officer

KSL Capital Partners Supplemental II, L.P.

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Chief Operating Officer

KSL CCA 2010 Co-Invest 2, L.P.

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Chief Operating Officer

KSL CCA 2010 Co-Invest, L.P.

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Chief Operating Officer

KSL CCA Co-Invest 2, L.P.

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Chief Operating Officer

KSL CCA Co-Invest, L.P.

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Chief Operating Officer

KSL Capital Partners II GP, LLC

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Chief Operating Officer

KSL Capital Partners Supplemental II GP, LLC

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Chief Operating Officer

KSL Capital Partners II Co-Invest GP, LLC

By:

/s/ Steven S. Siegel

Name: Steven S. Siegel

Title: Chief Operating Officer