PENN Entertainment, Inc. — Director's Dealing 2016

Feb 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2016-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-24	Common Stock	M	1008	—	Acquired	20521	Direct
2016-02-24	Common Stock	D	1008	$13.40	Disposed	19513	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-24	Phantom Stock Unit	$	M	1008	Disposed		Common Stock (1008)	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, 1,008 units vested on February 24, 2016. The remaining phantom stock units will vest as follows: 1,008 on February 24, 2017 and 1,008 on February 24, 2018.