SEC Form 4 · accession 0001179110-18-000690
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 4, 2018
Accepted (ET)
Jan 8, 2018 · 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 StockF1 | Jan 4, 2018 | M | 6,649 | — | A | 277,156 | D | |
| Common Stock | Jan 4, 2018 | D | 6,649 | $30.33 | D | 270,507 | D | |
| Common StockF2,F3 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF1 | — | Jan 4, 2018 | M | 6,649 | A | — | — | Common Stock | 6,649 | 19,947 | 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, 6,649 units vested on January 4, 2018. The remaining phantom stock units are scheduled to vest as follow: 6,649 units on January 4, 2019; 6,649 units on January 4, 2020; and 6,649 units on January 4, 2021.
- F2Includes 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.
- F3Includes 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.