FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/01/2014 |
3. Issuer Name and Ticker or Trading Symbol
PENN NATIONAL GAMING INC [ PENN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 9,016 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Non Qualified Stock Options (right to buy) | 01/06/2009 | 01/06/2015 | Common Stock | 12,402 | $6.81 | D | |
Non Qualified Stock Options (right to buy) | 01/12/2010 | 01/12/2016 | Common Stock | 11,980 | $7.72 | D | |
Incentive Stock Options (right to buy) | 01/12/2010 | 01/12/2016 | Common Stock | 3,020 | $7.72 | D | |
Non Qualified Stock Options (right to buy) | 01/02/2011 | 01/02/2017 | Common Stock | 17,598 | $9.7 | D | |
Non Qualified Stock Options (right to buy) | 07/08/2012 | 07/08/2018 | Common Stock | 16,653 | $6.96 | D | |
Incentive Stock Options (right to buy) | 07/08/2012 | 07/08/2018 | Common Stock | 3,347 | $6.96 | D | |
Non Qualified Stock Options (right to buy) | 01/02/2013 | 01/02/2016 | Common Stock | 30,000 | $4.98 | D | |
Non Qualified Stock Options (right to buy) | 01/02/2014 | 01/12/2017 | Common Stock | 20,000 | $6.34 | D | |
Non Qualified Stock Options (right to buy) | 01/03/2012(1) | 01/03/2018 | Common Stock | 20,000 | $8.19 | D | |
Non Qualified Stock Options (right to buy) | 01/03/2013(2) | 01/03/2019 | Common Stock | 20,000 | $8.88 | D | |
Phantom Stock Unit | (4) | (4) | Common Stock | 930 | (3) | D | |
Phantom Stock Unit | (5) | (5) | Common Stock | 1,867 | (3) | D | |
Phantom Stock Unit | (6) | (6) | Common Stock | 1,776 | (3) | D |
Explanation of Responses: |
1. The option was granted on January 3, 2011 and vests over 4 years at 25% a year on the anniversary of the date of grant. |
2. The option was granted on January 3, 2012 and vests over 4 years at 25% a year on the anniversary of the date of grant. |
3. Upon vesting, the recipient is entitled to a cash payment for each unit equal to the fair market value on the vesting date of one share of the Company's common stock. |
4. The Phantom Stock Unit is scheduled to vest as follows: 465 units on October 20, 2014; and 465 units on October 20, 2015. |
5. The Phantom Stock Unit is scheduled to vest as follows: 622 units on February 06, 2014; 623 units on February 06, 2015; and 622 units on February 06, 2016. |
6. The Phantom Stock Unit was granted on January 29, 2013 and vests over 4 years at 25% a year on the anniversary of the date of grant. |
/s/Robert S Ippolito as attorney-in-fact for Carl Sottosanti | 02/07/2014 | |
** 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 5 (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 Number. |