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: WILMOTT TIMOTHY J (President & COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-06	Phantom Stock Unit	$	A	38536	Acquired		Common Stock (38536)	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 over 4 years at 25% per year on the anniversary date of the grant.