PENN Entertainment, Inc. — Director's Dealing 2013

Jan 31, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2013-01-29

Reporting Person: Snyder Steven T. (SR VP-Corp Development)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-29	Phantom Stock Unit	$	A	7734	Acquired		Common Stock (7734)	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: 1,934 units on January 29, 2014; 1,933 units on January 29, 2015; 1,934 units on January 29, 2016 and 1,933 units on January 29, 2017.