SEC Form 4 · accession 0001179110-16-018356
PENN Entertainment, Inc. · PENN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter M Carlino
Director
Period of report
Jan 29, 2016
Accepted (ET)
Feb 2, 2016 · 9:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000921738
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 29, 2016 | M | 13,452 | — | A | 195,030 | D | |
| Common Stock | Jan 29, 2016 | D | 13,452 | $13.85 | D | 181,578 | D | |
| Common StockF2 | Jan 30, 2016 | M | 6,828 | — | A | 188,406 | D | |
| Common Stock | Jan 30, 2016 | D | 6,828 | $14.13 | D | 181,578 | D | |
| Common StockF3,F4 | holding | — | — | — | 6,378,341 | I | By Trusts |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitF1 | — | Jan 29, 2016 | M | 13,452 | D | — | — | Common Stock | 13,452 | 13,451 | D |
| Phantom Stock UnitF2 | — | Jan 30, 2016 | M | 6,828 | D | — | — | Common Stock | 6,828 | 20,484 | D |
Explanation of responses
- F1The 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, 13,452 units vested on January 29, 2014, 13,452 units vested on January 29, 2015, 13,452 units vested on January 29, 2016, and 13,451 units will vest on January 29, 2017.
- F2The 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, 6,828 units vested on January 30, 2016. The remaining phantom stock units will vest as follows: 6,828 units on January 30, 2017, 6,828 units on January 30, 2018 and 6,828 units on January 30, 2019.
- F3Includes 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.
- F4Includes 6,013,129 shares held by the Carlino Family Trust, as to which Peter M. Carlino has sole voting power for certain matters. 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.