PENN Entertainment, Inc. — Director's Dealing 2017

Feb 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2017-02-09

Reporting Person: CARLINO PETER M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-09	Common Stock	M	7285	—	Acquired	219969	Direct
2017-02-09	Common Stock	D	7285	$14.02	Disposed	212684	Direct
2017-02-09	Common Stock	J	29551	—	Acquired	242235	Direct
2017-02-09	Common Stock	J	242123	—	Disposed	5882405	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-09	Phantom Stock Unit	$	M	7285	Disposed		Common Stock (7285)	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, 7,285 units vested on February 9, 2017. The remaining phantom stock units will vest as follows: 7,284 units on February 9, 2018; 7,285 units on February 9, 2019; and 7,284 units on February 9, 2020.

F2: Shares acquired by Peter M. Carlino as a beneficiary under the Carlino Family Trust.

F3: Shares distributed to all beneficiaries of the Carlino Family Trust.

F4: Includes 365,212 shares owned by a residuary trust for the benefit of Peter D. Carlino and Peter D. Carlino's children. The reporting person is a trustee of the residuary trust with shared voting and investment power. The reporting person disclaims beneficial ownership of the shares owned by the residuary trust, except to the extent to of his pecuniary interest therein, and this report should not be deemed an admission the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

F5: Includes 5,517,193 shares held by the Carlino Family Trust, as to which Peter M. Carlino has sole voting power for certain matters. The reporting person disclaims beneficial ownership of the shares owned by the trust, except to the extent of his pecuniary interest therein, 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.