PENN Entertainment, Inc. — Director's Dealing 2015

Feb 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2015-02-06

Reporting Person: Sottosanti Carl (SVP,Gen Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-06	Common Stock	M	623	—	Acquired	17577	Direct
2015-02-06	Common Stock	D	623	$15.98	Disposed	16954	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-06	Phantom Stock Unit	$	M	623	Disposed		Common Stock (623)	Direct

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, 623 units vested on February 6, 2015. The remaining 622 phantom stock units will vest on February 6, 2016.