FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CARLINO PETER M
2. Issuer Name and Ticker or Trading Symbol

PENN NATIONAL GAMING INC [ PENN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

825 BERKSHIRE BLVD SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

11/5/2013
(Street)

WYOMISSING, PA 19610
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock                  6905874   (1) I   By a Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   $12.15   11/5/2013     D         107939      (2) 1/29/2014   Common Stock   107939     (2) 42061   (11) D    
Non-Qualified Stock Option (right to buy)   $29.22   11/5/2013     D         403907      (3) 1/6/2015   Common Stock   403907     (3) 157393   (12) D    
Non-Qualified Stock Option (right to buy)   $33.12   11/5/2013     D         215877      (4) 1/12/2016   Common Stock   215877     (4) 84123   (13) D    
Non-Qualified Stock Option (right to buy)   $41.62   11/5/2013     D         215877      (5) 1/2/2017   Common Stock   215877     (5) 84123   (14) D    
Non-Qualified Stock Option (right to buy)   $29.87   11/5/2013     D         215877      (6) 7/8/2018   Common Stock   215877     (6) 84123   (15) D    
Non-Qualified Stock Option (right to buy)   $21.38   11/5/2013     D         215877      (7) 1/2/2016   Common Stock   215877     (7) 84123   (16) D    
Non-Qualified Stock Option (right to buy)   $27.19   11/5/2013     D         215877      (8) 1/2/2017   Common Stock   215877     (8) 84123   (17) D    
Non-Qualified Stock Option (right to buy)   $35.15   11/5/2013     D         215877      (9) 1/2/2018   Common Stock   215877     (9) 84123   (18) D    
Non-Qualified Stock Option (right to buy)   $38.07   11/5/2013     D         215877      (10) 1/3/2019   Common Stock   215877     (10) 84123   (19) D    

Explanation of Responses:
( 1)  Represents the aggregate number of shares held by the Carlino Family Trust as to which Peter M. Carlino has sole voting power for certain matters. Mr. Carlino disclaims beneficial ownership of the shares owned by the trust, and this report should not be deemed an admission that Peter M. Carlino is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
( 2)  This option, which was fully exercisable as of the transaction date, was surrendered pursuant to that certain Exchange Agreement, dated as of October 30, 2013 ("Exchange Agreement"), by and among Peter M. Carlino, Commonwealth Trust Company, as Trustee of the Carlino Dynasty Trust dated September 25, 2013, Penn National Gaming, Inc. ("PNG"), and Gaming and Leisure Properties, Inc. ("GLPI"), and replaced with an option to purchase 32,813 shares of GLPI common stock for an exercise price of $9.32 per share.
( 3)  This option, which was fully exercisable as of the transaction date, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 122,788 shares of GLPI common stock for an exercise price of $22.41 per share.
( 4)  This option, which was fully exercisable as of the transaction date, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 65,627 shares of GLPI common stock for an exercise price of $25.40 per share.
( 5)  This option, which was fully exercisable as of the transaction date, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 65,627 shares of GLPI common stock for an exercise price of $31.92 per share.
( 6)  This option, which was fully exercisable as of the transaction date, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 65,627 shares of GLPI common stock for an exercise price of $22.91 per share.
( 7)  This option, which was fully exercisable as of the transaction date, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 65,627 shares of GLPI common stock for an exercise price of $16.40 per share.
( 8)  This option, which provided for vesting in four equal annual installments beginning 1/2/2010, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 65,627 shares of GLPI common stock for an exercise price of $20.85 per share.
( 9)  This option, which provided for vesting in four equal annual installments beginning 1/3/2011, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 65,627 shares of GLPI common stock for an exercise price of $26.96 per share.
( 10)  This option, which provided for vesting in four equal annual installments beginning 1/3/2012, was surrendered pursuant to the Exchange Agreement and replaced with an option to purchase 65,627 shares of GLPI common stock for an exercise price of $29.19 per share.
( 11)  In connection with the November 1, 2013 pro rata distribution by PNG to its shareholders of all of the outstanding shares of common stock of GLPI which, prior to the Spin-Off, was a wholly-owned subsidiary of PNG (the "Spin-Off"), the exercise price of this option was revised to $2.83 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino.
( 12)  In connection with the Spin-Off, the exercise price of this option was revised to $6.81 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino.
( 13)  In connection with the Spin-Off, the exercise price of this option was revised to $7.72 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino.
( 14)  In connection with the Spin-Off, the exercise price of this option was revised to $9.70 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino.
( 15)  In connection with the Spin-Off, the exercise price of this option was revised to $6.96 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino.
( 16)  In connection with the Spin-Off, the exercise price of this option was revised to $4.98 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino.
( 17)  In connection with the Spin-Off, the exercise price of this option was revised to $6.34 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino.
( 18)  In connection with the Spin-Off, the exercise price of this option was revised to $8.19 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino.
( 19)  In connection with the Spin-Off, the exercise price of this option was revised to $8.88 per share in a manner to ensure the intrinsic value held by Mr. Carlino pertaining to the existing award was maintained immediately following the Spin-Off. In addition to this adjustment, to maintain such intrinsic value, stock options issued by GLPI were also granted to Mr. Carlino.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CARLINO PETER M
825 BERKSHIRE BLVD SUITE 200
WYOMISSING, PA 19610
X



Signatures
/s/ Robert S. Ippolito as attorney-in-fact for Peter M. Carlino 11/7/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Penn National Gaming - Common Stock Ex-Distribution When Issued (MM) (NASDAQ:PENNV)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Penn National Gaming - Common Stock Ex-Distribution When Issued (MM) Charts.
Penn National Gaming - Common Stock Ex-Distribution When Issued (MM) (NASDAQ:PENNV)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Penn National Gaming - Common Stock Ex-Distribution When Issued (MM) Charts.