SEC Form 4 · accession 0001179110-18-008112
PENN Entertainment, Inc. · PENN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter M Carlino
Director
Period of report
Jun 1, 2018
Accepted (ET)
Jun 5, 2018 · 5:11 pm EDT
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 | Jun 1, 2018 | M | 84,123 | $6.96 | A | 381,939 | D | |
| Common StockF1,F2 | Jun 1, 2018 | S | 84,123 | $33.84 | D | 297,816 | D | |
| Common StockF3,F4 | holding | — | — | — | 5,654,199 | 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) | $6.96 | Jun 1, 2018 | M | 84,123 | D | Jul 8, 2012 | Jul 8, 2018 | Common Stock | 84,123 | 0 | D |
Explanation of responses
- F1The options subject to the transactions reported on this Form 4 would have expired on July 8, 2018.
- F2The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $33.66 to $34.02. 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 5,288,987 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.