SEC Form 4 · accession 0001179110-19-000503
PENN Entertainment, Inc. · PENN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
David A Handler
Director
Period of report
Jan 3, 2019
Accepted (ET)
Jan 7, 2019 · 5:46 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 | 2,034 | — | A | 122,034 | D | |
| Common Stock | Jan 3, 2019 | D | 2,034 | $19.45 | D | 120,000 | D | |
| Common StockF2 | Jan 3, 2019 | A | 15,938 | $0.00 | A | 135,938 | D | |
| Common StockF3 | Jan 4, 2019 | M | 4,432 | — | A | 140,370 | D | |
| Common Stock | Jan 4, 2019 | D | 4,432 | $19.94 | D | 135,938 | D |
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 | 2,034 | A | — | — | Common Stock | 2,034 | 6,099 | D |
| Phantom Stock UnitsF3 | — | Jan 4, 2019 | M | 4,432 | A | — | — | Common Stock | 4,432 | 8,865 | 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, 2,034 units vested on January 3, 2019. The remaining phantom stock units are scheduled to vest as follows: 2,033 units on January 4, 2020; 2,033 units on January 3, 2021 and 2,033 units on January 3, 2022.
- F2Restricted Stock Award with forfeiture restrictions lapsing in installments as follows: 5,313 shares on January 3, 2020; 5,313 shares on January 2, 2021 and 5,312 shares on January 3, 2022. The reporting person elected to receive payment of fees for 2019 board and committee service and the 2019 annual equity award to directors in the form of Restricted Stock.
- F3The 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, 4,432 units vested on January 4, 2019. The remaining phantom stock units are scheduled to vest as follows: 4,433 units on January 4, 2020; and 4,432 units on January 4, 2021.