Penn National Gaming : Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
OMB APPROVAL
Washington, D.C. 20549
OMB Number:	3235-0287
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP	Estimated average burden
hours per response:	0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940

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	5. Relationship of Reporting Person(s) to Issuer
PENN NATIONAL GAMING INC[ PENN ]	(Check all applicable)
		Director		10% Owner
3.	Date of Earliest Transaction (Month/Day/Year)
Officer (give title	X	Other (specify
02/09/2020
below)	below)
		Chairman Emeritus
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

2A. Deemed

3.

4. Securities Acquired (A) or

5. Amount of

6. Ownership

7. Nature

Date

Execution Date,

Transaction

Disposed Of (D) (Instr. 3, 4 and

Securities

Form: Direct

of Indirect

(Month/Day/Year)

if any

Code (Instr.

5)

Beneficially

(D) or Indirect

Beneficial

(Month/Day/Year)

8)

Owned Following

(I) (Instr. 4)

Ownership

Reported

(Instr. 4)

(A) or

Code

V

Amount

Price

Transaction(s)

(D)

(Instr. 3 and 4)

Common Stock(1)

02/09/2020

M

7,284

A

(1)

768,774

D

Common Stock

02/09/2020

D

7,284

D

$34.32

761,490

D

Common Stock

4,730,923

I(2)(3)

By

Trusts

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number

6. Date Exercisable and

7. Title and Amount

8. Price

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

of

Expiration Date

of Securities

of

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

Derivative

(Month/Day/Year)

Underlying

Derivative

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Securities

Derivative Security

Security

Beneficially

Direct (D)

Ownership

Derivative

Acquired

(Instr. 3 and 4)

(Instr. 5)

Owned

or Indirect

(Instr. 4)

Security

(A) or

Following

(I) (Instr. 4)

Disposed

Reported

of (D)

Transaction(s)

(Instr. 3, 4

(Instr. 4)

and 5)

Amount

or

Number

Date

Expiration

of

Code

V

(A)

(D)

Exercisable

Date

Title

Shares

Phantom

(1)

02/09/2020

M

7,284

(1)

(1)

Common

7,284

(1)

0

D

Stock Unit

Stock

Explanation of Responses:

1. 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.
2. 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.
3. Includes 4,365,711 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.

/s/ Elliot Hoops as attorney-in-	02/11/2020
fact for Peter M. Carlino
** Signature of Reporting Person	Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

• Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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