Item 3.02 Unregistered Sale of Equity Securities.

In connection with the closing of Penn National Gaming, Inc.'s ("Penn National") previously announced investment in Barstool Sports, Inc. ("Barstool Sports") and pursuant to the Stock Purchase Agreement by and among Penn National, Barstool Sports, TCG XII, LLC, TCG Digital Sports, LLC and certain individual stockholders affiliated with Barstool Sports (the "Individual Sellers"), Penn National issued a total of 883 shares of Series D Convertible Preferred Stock of Penn National ("Series D Preferred Stock") on February 20, 2020 to certain Individual Sellers. The Statement with Respect to Shares of Series D Convertible Preferred Stock of Penn National, which was filed with the Pennsylvania Department of State on February 19, 2020, is attached hereto as Exhibit 3.1.

1/1,000th of a share of Series D Preferred Stock is convertible into one share of common stock, par value $0.01 per share, of Penn National ("Common Stock"), and Series D Preferred Stock will be entitled to participate equally and ratably in all dividends and distributions paid to holders of Common Stock based on the number of shares of Common Stock into which such Series D Preferred Stock could convert. Series D Preferred Stock is nonvoting stock. The summary of the Series D Preferred Stock in this Current Report on Form 8-K is qualified by reference to the full text of the Statement with Respect to Shares of Series D Convertible Preferred Stock of Penn National, which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

The issuance of such shares was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, because such issuance did not involve a public offering.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 3.02 is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 3.02 is incorporated by reference into this Item 5.03.




Item 8.01 Other Events.

On February 20, 2020, Penn National issued a press release, a copy of which is attached as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K, announcing the closing of Penn National's previously announced investment in Barstool Sports.

Item 9.01. Financial Statements and Exhibits.





(d)    Exhibits.



Exhibit No.     Description
                  Statement with Respect to Shares of Series D Convertible Preferred
    3.1         Stock of Penn National Gaming, Inc., dated as of February 19, 2020
                  Press Release, dated February 20, 2020, issued by Penn National
   99.1         Gaming, Inc.
                Cover Page Interactive Data File (embedded within the Inline XBRL
    104         document)

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