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: 2016-01-30

Reporting Person: HANDLER DAVID A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-30	Common Stock	M	4552	—	Acquired	154552	Direct
2016-01-30	Common Stock	D	4552	$14.13	Disposed	150000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-30	Phantom Stock Unit	$	M	4552	Disposed		Common Stock (4552)	Direct

Footnotes

F1: The recipient receives a cash payment for each phantom stock 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, 4,552 units vested on January 30, 2016. The remaining phantom stock units will vest as follows: 4,552 units on January 30, 2017, 4,552 units on January 30, 2018 and 4,552 units on January 30, 2019.