PENN Entertainment, Inc. — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2016-02-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-19	Common Stock	M	1273	—	Acquired	17073	Direct
2016-02-19	Common Stock	D	1273	$13.94	Disposed	15800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-19	Phantom Stock Unit	$	M	1273	Acquired		Common Stock (1273)	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 (which were granted to Mr. Reibstein during his tenure on the Company's Board of Directors), 1,273 units vested on February 19, 2016. The remaining 1,272 phantom stock units will vest on February 19, 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.