SEC Form 4 · accession 0001179110-19-000510
PENN Entertainment, Inc. · PENN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kohn Barbara Shattuck
Director
Period of report
Jan 3, 2019
Accepted (ET)
Jan 7, 2019 · 5:52 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 | 41,198 | D | |
| Common Stock | Jan 3, 2019 | D | 2,034 | $19.45 | D | 39,164 | D | |
| Common StockF2 | Jan 3, 2019 | A | 12,853 | $0.00 | A | 52,017 | D | |
| Common StockF3 | Jan 4, 2019 | M | 4,432 | — | A | 56,449 | D | |
| Common Stock | Jan 4, 2019 | D | 4,432 | $19.94 | D | 52,017 | D | |
| Common StockF4 | holding | — | — | — | 2,000 | I | By Spouse |
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: 4,285 shares on January 3, 2020; 4,284 shares on January 2, 2021 and 4,284 shares on January 3, 2022. The reporting person elected to receive 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.
- F4Ms. Shattuck Kohn disclaims beneficial ownership of these shares owned by her spouse, 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.