PENN Entertainment, Inc. — Director's Dealing 2012

Feb 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2012-02-06

Reporting Person: Burke Desiree A. (V. P. and Chief Accounting Off)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-06	Phantom Stock Unit	$	A	2822	Acquired		Common Stock (2822)	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: 706 units on February 06, 2013; 705 units on February 06, 2014; 706 units on February 06, 2015 and 705 units on February 06, 2016.