0000930413-20-000426.txt : 20200214 0000930413-20-000426.hdr.sgml : 20200214 20200214120146 ACCESSION NUMBER: 0000930413-20-000426 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN NATIONAL GAMING INC CENTRAL INDEX KEY: 0000921738 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 232234473 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45655 FILM NUMBER: 20616338 BUSINESS ADDRESS: STREET 1: 825 BERKSHIRE BLVD STE 200 STREET 2: WYOMISSING PROFESSIONAL CENTER CITY: WYOMISSING STATE: PA ZIP: 19610 BUSINESS PHONE: 6103732400 MAIL ADDRESS: STREET 1: 825 BERKSHIRE BLVD STREET 2: SUITE 200 CITY: WYOMISSING STATE: PA ZIP: 19610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nuveen Asset Management, LLC CENTRAL INDEX KEY: 0001521019 IRS NUMBER: 274357327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O NUVEEN INVESTMENTS STREET 2: 333 W. WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 917-7700 MAIL ADDRESS: STREET 1: C/O NUVEEN INVESTMENTS STREET 2: 333 W. WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G 1 c95196_sc13g.htm

CUSIP No. 707569109

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(AMENDMENT NO.)*

 

Penn National Gaming, Inc.

 

(Name of Issuer)

 

Common

 

(Title of Class of Securities)

 

707569109

 

(CUSIP Number)

 

December 31, 2019

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  x Rule 13d-1(b)
  o Rule 13d-1(c)
  o Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following page(s))

 

CUSIP No. 707569109

 

  13G Page 2 of 9

 

1. NAME OF REPORTING PERSONS  
     
  Nuveen Asset Management, LLC       27-4357327  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
    (b) o
     
3. SEC USE ONLY  
     
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  
     

NUMBER OF SHARES BENEFICIALLY OWNED

BY EACH REPORTING PERSON WITH:

 

  5. SOLE VOTING POWER 209,705
       
  6. SHARED VOTING POWER 0
       
  7. SOLE DISPOSITIVE POWER 209,705
       
  8. SHARED DISPOSITIVE POWER 0
       
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  209,705
   
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
   
   
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  0.18%
   
12. TYPE OF REPORTING PERSON
   
  IA
 

CUSIP No. 707569109

 

  13G Page 3 of 9

 

1. NAME OF REPORTING PERSONS  
     
  TIAA-CREF Investment Management, LLC  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
    (b) o
     
3. SEC USE ONLY  
     
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  
     

NUMBER OF SHARES BENEFICIALLY OWNED

BY EACH REPORTING PERSON WITH:

 

  5. SOLE VOTING POWER 4,368,525
       
  6. SHARED VOTING POWER 0
       
  7. SOLE DISPOSITIVE POWER 4,368,525
       
  8. SHARED DISPOSITIVE POWER 0
       
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  4,368,525
   
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
   
   
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  3.77%
   
12. TYPE OF REPORTING PERSON
   
  IA
 

CUSIP No. 707569109

 

  13G Page 4 of 9

 

1. NAME OF REPORTING PERSONS  
     
  Teachers Advisors, LLC  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
    (b) o
     
3. SEC USE ONLY  
     
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED

BY EACH REPORTING PERSON WITH:

 

  5. SOLE VOTING POWER 1,270,996
       
  6. SHARED VOTING POWER 0
       
  7. SOLE DISPOSITIVE POWER 1,270,996
       
  8. SHARED DISPOSITIVE POWER 0
       
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,270,996
   
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
   
   
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  1.10%
   
12. TYPE OF REPORTING PERSON
   
  IA
 

CUSIP No. 707569109

 

  13G Page 5 of 9

 

Item 1(a). NAME OF ISSUER:
   
  Penn National Gaming, Inc.
   
Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
  825 Berkshire Boulevard
  Suite 200
  Wyomissing, PA 19610
  United States
   
Items 2(a)-2(c). NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF PERSONS FILING:
   
 

Nuveen Asset Management, LLC (“NAM”)

333 W. Wacker Drive

Chicago, IL 60606

Citizenship: Delaware

 

TIAA-CREF Investment Management, LLC (“TCIM”)

730 Third Avenue

New York, NY 10017-3206

Citizenship: Delaware

 

Teachers Advisors, LLC (“TAL”)

730 Third Avenue

New York, NY 10017-3206

Citizenship: Delaware

   
Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock
   
Item 2(e). CUSIP NUMBER:  707569109
   
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
 

CUSIP No. 707569109

 

  13G Page 6 of 9

 

NAM

(a) o Broker or dealer registered under Section 15 of the Exchange Act.
(b) o Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) o Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d) o Investment Company registered under Section 8 of the Investment Company Act of 1940.
(e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).  
(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

TCIM

(a) o Broker or dealer registered under Section 15 of the Exchange Act.
(b) o Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) o Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d) o Investment Company registered under Section 8 of the Investment Company Act of 1940.
(e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).  
(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

TAL

(a) o Broker or dealer registered under Section 15 of the Exchange Act.
(b) o Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) o Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d) o Investment Company registered under Section 8 of the Investment Company Act of 1940.
(e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).  
(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
 

CUSIP No. 707569109

 

  13G Page 7 of 9

 

(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box. o

 

Item 4. OWNERSHIP  
     
  (a)  Aggregate amount beneficially owned:   5,849,226  (See Exhibit A attached)
     
  (b)  Percent of class: 5.05%
     
  (c)  Number of shares as to which person has:
         
  NAM TCIM TAL  
         
Sole Voting Power: 209,705 4,368,525 1,270,996  
         
Shared Voting Power: 0 0 0  
         
Sole Dispositive Power: 209,705 4,368,525 1,270,996  
         
Shared Dispositive Power: 0 0 0  
   
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
   
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  See Exhibit A attached
 

CUSIP No. 707569109

 

  13G Page 8 of 9

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not Applicable
   
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not Applicable
   
Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not Applicable
   
Item 10. CERTIFICATIONS.
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with nomination under §240.14a-11
   
  SIGNATURE.
   
  After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
   
  Date: February 14, 2020
   
  NUVEEN ASSET MANAGEMENT, LLC
   
  By:  /s/ Diane S. Meggs
  Diane S. Meggs
  Chief Compliance Officer
   
  TIAA-CREF INVESTMENT MANAGEMENT, LLC
   
  By:  /s/ Stuart R. Brunet
  Stuart Brunet, Managing Director,
  Chief Compliance Officer
   
  TEACHERS ADVISORS, LLC
   
  By:  /s/ Stuart R. Brunet
  Stuart Brunet, Managing Director,
  Chief Compliance Officer
 

CUSIP No. 707569109

 

  13G Page 9 of 9

 

EXHIBIT A

 

ITEM 6. OWNERSHIP.

 

TIAA-CREF Investment Management, LLC (“TCIM”) is the investment adviser to the College Retirement Equities Fund (“CREF”), a registered investment company, and may be deemed to be a beneficial owner of 4,368,525 shares of Issuer’s common stock owned by CREF. Teachers Advisors, LLC (“TAL”) is the investment adviser to three registered investment companies, TIAA-CREF Funds (“Funds”), TIAA-CREF Life Funds (“Life Funds”), and TIAA Separate Account VA-1 (“VA-1”), as well as one or more separately managed accounts of Advisors (collectively, the “Separate Accounts”), and may be deemed to be a beneficial owner of 1,270,996 shares of Issuer’s common stock owned separately by Funds, Life Funds, VA-1, and/or the Separate Accounts. Nuveen Asset Management, LLC (“NAM”), is a registered investment adviser affiliated with TCIM and TAL. NAM may be deemed to be a beneficial owner of 209,705 shares of Issuer’s common stock. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer.