SEC Form 4 · accession 0001179110-19-000502
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, 2019
Accepted (ET)
Jan 7, 2019 · 5:44 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, 2019 | M | 3,050 | — | A | 328,306 | D | |
| Common Stock | Jan 3, 2019 | D | 3,050 | $19.45 | D | 325,256 | D | |
| Common StockF2 | Jan 4, 2019 | M | 6,649 | — | A | 331,905 | D | |
| Common Stock | Jan 4, 2019 | D | 6,649 | $19.94 | D | 325,256 | D | |
| Common StockF3,F4 | holding | — | — | — | 5,651,388 | 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 3, 2019 | M | 3,050 | A | — | — | Common Stock | 3,050 | 9,149 | D |
| Phantom Stock UnitsF5 | — | Jan 3, 2019 | A | 19,280 | A | — | — | Common Stock | 19,280 | 19,280 | D |
| Phantom Stock UnitsF2 | — | Jan 4, 2019 | M | 6,649 | A | — | — | Common Stock | 6,649 | 13,297 | 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, 3,050 units vested on January 3, 2019. The remaining phantom stock units are scheduled to vest as follows: 3,050 units on January 4, 2020; 3,050 units on January 3, 2021 and 3,049 units on January 3, 2022.
- 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, 6,649 units vested on January 4, 2019. The remaining phantom stock units are scheduled to vest as follows: 6,649 units on January 4, 2020; and 6,649 units on January 4, 2021.
- 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 5,286,176 shares held by the Carlino Family Trust, as to which Peter M. Carlino has sole voting power for certain matters. The number of shares held indirectly by the reporting person through the Carlino Family Trust reflects an adjustment for a distribution of 2,811 shares in December 2018 to a beneficiary of the Carlino Family Trust (not the reporting person). 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.
- F5The recipient will receive 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. The phantom stock units are scheduled to vest as follows: 6,427 units on January 3, 2020; 6,427 units on January 3, 2021; and 6,426 units on January 3, 2022. The reporting person elected to receive the 2019 annual equity award to directors in the form of phantom stock units.