PENN Entertainment, Inc. — Director's Dealing 2015

Jul 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2015-07-23

Reporting Person: Reibstein Saul (EVP-Finance, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-23	Common Stock	M	28736	—	Acquired	39536	Direct
2015-07-23	Common Stock	D	28736	$19.24	Disposed	28736	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-23	Phantom Stock Units	$	M	28736	Disposed		Common Stock (28736)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	150	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. Of the original award of phantom stock units, 28,736 units vested on July 23, 2015. The remaining phantom stock units will vest as follows: 28,736 units on July 23, 2016 and 28,735 units on July 23, 2017.

F2: Mr.Reibstein disclaims beneficial ownership of all of the shares owned by his spouse, 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.