PENN Entertainment (PENN) Form 4 PENN NATIONAL GAMING / PETER M CARLINO ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CARLINO PETER M

(Last) (First) (Middle)

825 BERKSHIRE BLVD SUITE 200

(Street)

WYOMISSING PA 19610

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PENN NATIONAL GAMING INC [ PENN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	01/03/2019		M		3,050	A	(1)	328,306	D
Common Stock	01/03/2019		D		3,050	D	$19.45	325,256	D
Common Stock(2)	01/04/2019		M		6,649	A	(2)	331,905	D
Common Stock	01/04/2019		D		6,649	D	$19.94	325,256	D
Common Stock								5,651,388	I(3)(4)	By Trusts

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)	01/03/2019		M		3,050		(1)	(1)	Common Stock	3,050	(1)	9,149	D
Phantom Stock Units	(5)	01/03/2019		A		19,280		(5)	(5)	Common Stock	19,280	(5)	19,280	D
Phantom Stock Units	(2)	01/04/2019		M		6,649		(2)	(2)	Common Stock	6,649	(2)	13,297	D

Explanation of Responses:

1. 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, 3,050 units vested on January 3, 2019. The remaining phantom stock units are scheduled to vest as follows: 3,050 units on January 4, 2020; 3,050 units on January 3, 2021 and 3,049 units on January 3, 2022.

2. 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, 6,649 units vested on January 4, 2019. The remaining phantom stock units are scheduled to vest as follows: 6,649 units on January 4, 2020; and 6,649 units on January 4, 2021.

3. 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.

4. Includes 5,286,176 shares held by the Carlino Family Trust, as to which Peter M. Carlino has sole voting power for certain matters. The number of shares held indirectly by the reporting person through the Carlino Family Trust reflects an adjustment for a distribution of 2,811 shares in December 2018 to a beneficiary of the Carlino Family Trust (not the reporting person). The reporting person disclaims beneficial ownership of the shares owned by the trust, except to the extent to 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.

5. The recipient 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 phantom stock units are scheduled to vest as follows: 6,427 units on January 3, 2020; 6,427 units on January 3, 2021; and 6,426 units on January 3, 2022. The reporting person elected to receive the 2019 annual equity award to directors in the form of phantom stock units.

	/s/ Christopher Rogers as attorney-in-fact for Peter M. Carlino	01/07/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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