PENN Entertainment, Inc. — Director's Dealing 2021

Jan 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2021-01-05

Reporting Person: Reibstein Saul (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-05	Common Stock	A	742	$0.00	Acquired	34923	Direct
2021-01-05	Common Stock	S	2795	$81.80	Disposed	32128	Direct
2021-01-05	Common Stock	S	3784	$82.25	Disposed	28344	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-05	Phantom Stock Units	$	A	3091	Acquired	2022-01-05	Common Stock (3091)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	150	Indirect

Footnotes

F1: The securities reported are shares of restricted stock that vest on January 5, 2022. The reporting person elected to receive payment of fees for 2021 Board service in shares of restricted stock.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.58 to $81.97, inclusive. The reporting person undertakes to provide to Penn National Gaming, Inc., any security holder of Penn National Gaming, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.00 to $82.61, inclusive. The reporting person undertakes to provide to Penn National Gaming, Inc., any security holder of Penn National Gaming, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4.

F5: 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 ownership of such securities for purposes of Section 16 or any other purpose.

F6: The reporting person will receive 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. The reporting person elected to receive the 2021 annual equity award for directors in phantom stock units.