PENN Entertainment, Inc. — Director's Dealing 2017

Jan 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2017-01-29

Reporting Person: CARLINO PETER M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-29	Common Stock	M	13451	—	Acquired	226135	Direct
2017-01-29	Common Stock	D	13451	$13.98	Disposed	212684	Direct
2017-01-30	Common Stock	M	6828	—	Acquired	219512	Direct
2017-01-30	Common Stock	D	6828	$13.98	Disposed	212684	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-29	Phantom Stock Unit	$	M	13451	Disposed		Common Stock (13451)	Direct
2017-01-30	Phantom Stock Unit	$	M	6828	Disposed		Common Stock (6828)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6124528	Indirect

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.

F2: 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, 6,828 units vested on January 30, 2017. Of the remaining phantom stock units, 6,828 units will vest on each of January 30, 2018 and January 30, 2019.

F3: 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.

F4: Includes 5,759,316 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.