SEC Form 4 · accession 0001179110-16-032343

PENN Entertainment, Inc. · PENN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Peter M Carlino

Director

Period of report

Nov 30, 2016

Accepted (ET)

Dec 2, 2016 · 5:19 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 Stock^F1	Nov 30, 2016	M	84,123	$9.70	A	296,807	D
Common Stock^F1,F2	Nov 30, 2016	S	84,123	$13.26	D	212,684	D
Common Stock^F1	Nov 30, 2016	M	84,123	$6.34	A	296,807	D
Common Stock^F1,F2	Nov 30, 2016	S	84,123	$13.26	D	212,684	D
Common Stock^F3,F4	holding	—	—		—	6,124,528	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
Non-Qualified Stock Options (right to buy)	$9.70	Nov 30, 2016	M	84,123	D	Jan 2, 2011	Jan 2, 2017	Common Stock	84,123	0	D
Non-Qualified Stock Options (right to buy)	$6.34	Nov 30, 2016	M	84,123	D	Jan 2, 2014	Jan 2, 2017	Common Stock	84,123	0	D

Explanation of responses

F1The options subject to the transactions reported on this Form 4 would have expired on January 2, 2017.
F2The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.10 to $13.58. The reporting person undertakes to provide to Penn National Gaming, Inc., any security holder of Penn National Gaming, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in the footnote to this Form 4.
F3Includes 5,759,316 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 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.
F4Includes 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.