PENN Entertainment, Inc. — Director's Dealing 2012

Dec 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2012-12-12

Reporting Person: CARLINO PETER M (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-12	Common Stock	G	21659	—	Disposed	7594940	Indirect
2012-12-12	Common Stock	G	21659	—	Acquired	7616599	Indirect
2012-12-19	Common Stock	G	190140	—	Disposed	7426459	Indirect
2012-12-19	Common Stock	G	190140	—	Acquired	7616599	Indirect
2012-12-19	Common Stock	G	41240	—	Disposed	7575359	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1598781	Direct

Footnotes

F1: On 12/12/2012, 21,659 shares were transferred to trusts for each the remainderman of the 2006 Grantor Retained Annuity Trust Peter M. Carlino dtd 05/19/2006 in trust for Peter W. Carlino, Christopher P. Carlino, Kelly E. Masano and Kathleen J. Schippers. Mr. Carlino, as the Trustee of each of the trusts for the remainderman, is deemed the indirect beneficial owner of the shares owned by the trusts for the remainderman

F2: On 12/19/2012, 190,140 shares were transferred to trusts for each the remainderman of the 2005 Grantor Retained Annuity Trust Peter M. Carlino dtd 09/23/2005 in trust for Peter W. Carlino, Christopher P. Carlino, Kelly E. Masano and Kathleen J. Schippers. Mr. Carlino, as the Trustee of each of the trusts for the remainderman, is deemed the indirect beneficial owner of the shares owned by the trusts for the remainderman

F3: On 12/19/2012, 41,240 shares were transferred to Peter W. Carlino, Christopher P. Carlino, Kelly E. Masano and Kathleen J. Schippers, each a remainderman of the 2005 Grantor Retained Annuity Trust Peter M. Carlino dtd 09/23/2005.

F4: The reporting person's indirect beneficial ownership includes shares owned by the Carlino Family Trust and shares owned by The Trust for Gary Gilbert, both trusts of which Peter M. Carlino is a Trustee. The reporting person's indirect beneficial ownership also includes shares by reason of Peter M. Carlino's status as the Trustee of each of the following trusts under the 2008 Grantor Retained Annuity Trust No. 2 of Peter M. Carlino dtd 11/20/2008 and the 2008 GRAT of Marshia W. Carlino dtd 11/20/2008: (a) f/b/o Peter W. Carlino, (b) f/b/o Christopher P. Carlino (c) f/b/o Kelly E. Masano and (d) f/b/o Kathleen J. Schippers. Mr. Carlino disclaims beneficial ownership of the shares owned by all of these trusts, and this report should not be deemed an admission that Peter M. Carlino is the beneficial owner of such securities for purposes of Section 16 or any other purpose.