X0306 4 2018-10-15 1 0001656239 Pinnacle Entertainment, Inc. PNK 0001182862 ROGERS DESIREE G C/O PINNACLE ENTERTAINMENT, INC. 3980 HOWARD HUGHES PARKWAY LAS VEGAS NV 89169 1 0 0 0 Common Stock 2018-10-15 4 D 0 64730 D 0 D Stock Options (Right to Buy) 2.86 2018-10-15 4 D 0 10000 D 2019-05-22 Common Stock 10000 0 D Stock Options (Right to Buy) 3.29 2018-10-15 4 D 0 10000 D 2019-03-19 Common Stock 10000 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 17, 2017 (the "Merger Agreement," and the merger contemplated thereby, the "Merger"), by and among Pinnacle Entertainment, Inc. (the "Issuer"), Penn National Gaming, Inc. ("Penn") and Franchise Merger Sub, Inc. Disposed of pursuant to the Merger Agreement, whereby at the effective time of the Merger (the "Effective Time") each share of Issuer common stock was cancelled and automatically converted into the right to receive $20 in cash, and 0.42 shares of Penn common stock (together, the "Merger Consideration"), with the fractional shares being paid in cash as provided in the Merger Agreement. Each of the options was fully vested and became exercisable on the date of grant. Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each outstanding and vested Issuer stock option other than any vested Issuer stock option that had an exercise price equal to or greater than the Merger Consideration (each such stock option, an "Underwater Option"), was cancelled and automatically converted into the right to receive the Merger Consideration, less the exercise price applicable to such stock option (which exercise price was deducted first ratably from the stock and cash portions of the Merger Consideration to reduce the number of shares delivered to the Reporting Person). /s/ Elliot D. Hoops, Attorney-In-Fact for Desiree Rogers 2018-10-16