PENN Entertainment, Inc. — Director's Dealing 2014

Jan 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2014-01-29

Reporting Person: IPPOLITO ROBERT S (Vice President, Secretary/Trea)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-29	Common Stock	M	1211	—	Acquired	40818	Direct
2014-01-29	Common Stock	D	1211	$11.29	Disposed	39607	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-29	Phantom Stock Units	$	M	1211	Disposed	2014-01-29	Common Stock (1211)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1020	Indirect

Footnotes

F1: 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.

F2: Mr. Ippolito disclaims beneficial ownership of these shares owned by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose