PENN Entertainment, Inc. — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENN NATIONAL GAMING INC (PENN)
CIK: 0000921738
Period of Report: 2021-01-03

Reporting Person: CARLINO PETER M (Chairman Emeritus)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-03	Common Stock	M	3050	—	Acquired	732885	Direct
2021-01-03	Common Stock	D	3050	$86.37	Disposed	729835	Direct
2021-01-03	Common Stock	M	6427	—	Acquired	736262	Direct
2021-01-03	Common Stock	D	6427	$86.37	Disposed	729835	Direct
2021-01-04	Common Stock	M	6648	—	Acquired	736483	Direct
2021-01-04	Common Stock	D	6648	$86.37	Disposed	729835	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-03	Phantom Stock Units	$	M	3050	Disposed	2021-01-03	Common Stock (3050)	Direct
2021-01-03	Phantom Stock Units	$	M	6427	Disposed	2021-01-03	Common Stock (6427)	Direct
2021-01-04	Phantom Stock Units	$	M	6648	Disposed	2021-01-04	Common Stock (6648)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4520481	Indirect

Footnotes

F1: The reporting person 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: 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.

F3: Includes 4,155,269 shares held by the Carlino Family Trust. The reporting person is a trustee of the trust with shared voting and investment power. 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.