X0306 4 2013-11-15 0 0000834162 MTR GAMING GROUP INC MNTG 0001165009 BITTNER JOHN W JR C/O MTR GAMING GROUP, INC. P.O. BOX 356, STATE ROUTE 2 SOUTH CHESTER WV 26034 0 1 0 0 Executive V.P. & CFO Common Stock 2013-11-15 4 M 0 18334 0.00 A 87412 D Common Stock 2013-11-15 4 F 0 3585 5.25 D 83827 D Restricted Stock Units (2010 Long Term Incentive Plan) 2013-11-15 4 M 0 18334 0.00 A Common Stock 18334 0 D Restricted Stock Units (2010 Long Term Incentive Plan) 2016-01-25 Common Stock 10700 10700 D Nonqualified Stock Options (2010 Long Term Incentive Plan) 3.94 2023-01-25 Common Stock 32000 32000 D Restricted Stock Units (2010 Long Term Incentive Plan) 2015-01-27 Common Stock 19500 19500 D Nonqualified Stock Options (2010 Long Term Incentive Plan) 2.44 2022-01-27 Common Stock 58500 58500 D Restricted Stock Units (2010 Long Term Incentive Plan) 2014-01-28 Common Stock 21900 21900 D Nonqualified Stock Options (2010 Long Term Incentive Plan) 2.32 2021-01-28 Common Stock 65700 65700 D Common Stock Options (2007 Stock Incentive Plan) 14.79 2009-06-26 2017-06-26 Common Stock 20000 20000 D Common Stock Options (2005 Stock Incentive Plan) 16.27 2009-04-27 2017-04-27 Common Stock 20000 20000 D Common Stock Options (2005 Employment Agreement) 11.30 2005-04-13 2015-04-13 Common Stock 25000 25000 D Date of Grant: January 25, 2013. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of MTR Gaming Group, Inc. in exchange for each RSU, subject to the terms of the 2010 Long-Term Incentive Plan and the Restricted Stock Unit Award Agreement (the "Agreement"). Subject to certain provisions, 100% of the RSUs granted will vest and become non-forfeitable upon the third anniversary of the date of grant (or January 25, 2016). Unvested RSUs shall vest immediately upon (x) the termination of employment if such termination is not due to cause, or by the death or the disability of the reporting person and (y) consummation of a change of control of the Company. The RSUs shall terminate as provided in the applicable Agreement. Date of Grant: January 25, 2013. Subject to the provisions of the 2010 Long-Term Incentive Plan and the Nonqualified Stock Option Award Agreement, the nonqualified stock options vest and become exercisable in three equal annual installments, 33% on the first anniversary of the date of grant (or January 25, 2014), 33% on the second anniversary of the date of grant (or January 25, 2015) and 34% on the third anniversary of the date of grant (or January 25, 2016); and will vest immediately upon (x) the termination of employment by the death or the disability of the reporting person and (y) consummation of a change of control of the Company. Date of Grant: January 27, 2012. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of MTR Gaming Group, Inc. in exchange for each RSU, subject to the terms of the 2010 Long-Term Incentive Plan and the Restricted Stock Unit Award Agreement (the "Agreement"). Subject to certain provisions, 100% of the RSUs granted will vest and become non-forfeitable upon the third anniversary of the date of grant (or January 27, 2015). Unvested RSUs shall vest immediately upon (x) the termination of employment if such termination is not due to cause, or by the death or the disability of the reporting person and (y) consummation of a change of control of the Company. The RSUs shall terminate as provided in the applicable Agreement. Date of Grant: January 27, 2012. Subject to the provisions of the 2010 Long-Term Incentive Plan and the Nonqualified Stock Option Award Agreement, the nonqualified stock options vest and become exercisable in three equal annual installments, 33% on the first anniversary of the date of grant (or January 27, 2013), 33% on the second anniversary of the date of grant (or January 27, 2014) and 34% on the third anniversary of the date of grant (or January 27, 2015); and will vest immediately upon (x) the termination of employment by the death or the disability of the reporting person and (y) consummation of a change of control of the Company. Date of Grant: January 28, 2011. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of MTR Gaming Group, Inc. in exchange for each RSU, subject to the terms of the 2010 Long-Term Incentive Plan and the Restricted Stock Unit Award Agreement (the "Agreement"). Subject to certain provisions, 100% of the RSUs granted will vest and become non-forfeitable upon the third anniversary of the date of grant (or January 28, 2014). Unvested RSUs shall vest immediately upon (x) the termination of employment if such termination is not due to cause, or by the death or the disability of the reporting person and (y) consummation of a change of control of the Company. The RSUs shall terminate as provided in the applicable Agreement. Date of Grant: January 28, 2011. Subject to the provisions of the 2010 Long-Term Incentive Plan and the Nonqualified Stock Option Award Agreement, the nonqualified stock options vest and become exercisable in three equal annual installments, 33% on the first anniversary of the date of grant (or January 28, 2012), 33% on the second anniversary of the date of grant (or January 28, 2013) and 34% on the third anniversary of the date of grant (or January 28, 2014); and will vest immediately upon (x) the termination of employment by the death or the disability of the reporting person and (y) consummation of a change of control of the Company. Date of Grant: November 8, 2010. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of MTR Gaming Group, Inc. in exchange for each RSU, subject to the terms of the 2010 Long-Term Incentive Plan and the Restricted Stock Unit and Cash Award Agreement (the "Agreement"). Subject to certain provision, one-third of the RSUs granted will vest and become non-forfeitable upon each of the first, second and third anniversaries of the date of grant (or November 8, 2011, November 8, 2012, and November 8, 2013, respectively). Unvested RSUs shall vest immediately upon (x) the termination of employment if such termination is not due to cause, or by the death or the disability of the reporting person and (y) consummation of a change of control of the Company. In addition, the reporting person also received a cash award under the terms of the respective Agreement. The RSUs shall terminate as provided in the applicable Agreement. Pursuant to the Restricted Stock and Cash Award Agreement, one-third of the RSUs granted on November 8, 2010 vested and became non-forfeitable on November 8, 2013 (effective on November 15, 2013). Accordingly, the stock transfer agent was advised to issue the common shares of stock equal to the amount of the vested RSUs. The reporting party did not select the date of execution. The shares of stock were issued on November 15, 2013 (per the Stock Certificate dated as of such date). /S/ JOHN W. BITTNER, JR. 2013-11-18