PENN Entertainment, Inc. — Director's Dealing 2012

Jan 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2012-01-03

Reporting Person: LEVY ROBERT P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Common Stock	S	6065	$38.6211	Disposed	11065	Direct
2012-01-03	Common Stock	M	2371	—	Acquired	13436	Direct
2012-01-03	Common Stock	D	2371	$38.07	Disposed	11065	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-03	Phantom Stock Unit	$	A	6567	Acquired		Common Stock (6567)	Direct
2012-01-03	Phantom Stock Unit	$	M	2371	Disposed	2012-01-03	Common Stock (2371)	Direct

Footnotes

F1: Upon vesting, the recipient is entitled to a cash payment for each unit equal to the fair market value on the vesting date of one share of the Company's common stock.

F2: The Phantom Stock Unit is scheduled to vest as follows: 1,642 units on January 3, 2013; 1,642 units on January 3, 2014; 1,642 units on January 3, 2015 and 1,641 units on January 3, 2016.

F3: This transaction was made pursuant to a stock trading plan, dated December 09, 2011, established pursuant to rule 10b5-1.

F4: Reporting person is also the indirect beneficial owner of 600 shares owned by his wife, of which he disclaims beneficial ownership.

F5: The recipient receives a cash payment for each unit equal to the fair market value on the vesting date of one share of the Company's Common Stock.