PENN Entertainment, Inc. — Director's Dealing 2016

Jul 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2016-07-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-23	Common Stock	M	28736	—	Acquired	44536	Direct
2016-07-23	Common Stock	D	28736	$13.92	Disposed	15800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-23	Phantom Stock Units	$	M	28736	Acquired		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 stock. Of the original award of phantom stock units, 28,736 units vested on July 23, 2015 and 28,736 units on July 23, 2016. The remaining 28,735 units will vest 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 ownership of such securities for purposes of Section 16 or any other purpose.