PENN Entertainment, Inc. — Director's Dealing 2016

Feb 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2016-01-29

Reporting Person: WILMOTT TIMOTHY J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-29	Common Stock	M	9162	—	Acquired	442618	Direct
2016-01-29	Common Stock	D	9162	$13.85	Disposed	433456	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-29	Phantom Stock Unit	$	M	9162	Disposed		Common Stock (9162)	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, 9,162 units vested on January 29, 2016. Of the remaining phantom stock units, 9,162 units vested on each of January 29, 2014 and January 2015 and 9,162 units will vest on January 29, 2017.