SEC Form 4 · accession 0001179110-18-000629
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 3, 2018
Accepted (ET)
Jan 5, 2018 · 5:29 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 3, 2018 | M | 84,123 | $8.19 | A | 319,758 | D | |
| Common StockF1 | Jan 3, 2018 | F | 49,251 | $30.74 | D | 270,507 | D | |
| Common StockF4,F5 | holding | — | — | — | 5,882,405 | 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 (rights to buy) | $8.19 | Jan 3, 2018 | M | 84,123 | A | Jan 3, 2015 | Jan 3, 2018 | Common Stock | 84,123 | 0 | D |
| Phantom Stock UnitsF2,F3 | — | Jan 3, 2018 | A | 12,199 | A | — | — | Common Stock | 12,199 | 12,199 | D |
Explanation of responses
- F1The options subject to the transactions reported on this Form 4 would have expired on January 3, 2018.
- F2Upon vesting, the recipient is entitled to a cash payment for each unit equal to the fair market value on the vesting date of one share of the Company's common stock.
- F3The phantom stock units vest ratably over four years on the anniversary date of grant, beginning January 3, 2019.
- 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.
- F5Includes 5,517,193 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.