Amended Statement of Ownership (sc 13g/a)
June 06 2016 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Penn National
Gaming, Inc.
(Name of Issuer)
Common stock, par value $.01
(Title of Class of Securities)
707569109
(CUSIP Number)
May 27, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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1
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NAMES OF
REPORTING PERSONS
PAR Investment Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
State of Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
3,984,137
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6
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SHARED VOTING POWER
None
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7
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SOLE DISPOSITIVE POWER
3,984,137
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8
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SHARED DISPOSITIVE POWER
None
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,984,137
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.9% Common stock, par value $.01
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
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1
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NAMES OF
REPORTING PERSONS
PAR Group, L.P.
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
x
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
State of Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
3,984,137
|
|
6
|
|
SHARED VOTING POWER
None
|
|
7
|
|
SOLE DISPOSITIVE POWER
3,984,137
|
|
8
|
|
SHARED DISPOSITIVE POWER
None
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,984,137
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.9% Common stock, par value $.01
|
12
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
|
|
|
|
|
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|
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1
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NAMES OF
REPORTING PERSONS
PAR Capital Management, Inc.
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
x
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
State of Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
3,984,137
|
|
6
|
|
SHARED VOTING POWER
None
|
|
7
|
|
SOLE DISPOSITIVE POWER
3,984,137
|
|
8
|
|
SHARED DISPOSITIVE POWER
None
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,984,137
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.9% Common stock, par value $.01
|
12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
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Item 1(a) Name of issuer:
Penn National Gaming, Inc.
Item 1(b) Address of
issuers principal executive offices:
825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
2(a) Name of person filing:
PAR Investment Partners, L.P.
PAR Group, L.P.
PAR Capital Management, Inc.
2(b) Address or principal business
office or, if none, residence:
PAR Capital Management, Inc.
One International Place, Suite 2401
Boston, MA 02110
2(c) Citizenship:
State of Delaware
2(d) Title of class of securities:
Common stock, par value $.01
2(e) CUSIP No.:
707569109
Item 3.
If this statement is filed pursuant to §§240.13d1(b) or 240.13d2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
(a)
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Amount beneficially owned:
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3,984,137
4.9%
(i) Sole power to vote or to direct the vote:
3,984,137
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of :
3,984,137
Item 5.
Ownership of 5 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:
x
Item 6.
Ownership
of More than 5 Percent on Behalf of Another Person:
Not applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person:
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. Certification:
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.
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: June 6, 2016
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PAR INVESTMENT PARTNERS, L.P.
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By:
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PAR Group, L.P.
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its general partner
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By:
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PAR Capital Management, Inc.
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its general partner
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By:
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/s/ Steven M. Smith
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Steven M. Smith, Chief Operating Officer
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PAR GROUP, L.P.
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By:
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PAR Capital Management, Inc.
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its general partner
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By:
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/s/ Steven M. Smith
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Steven M. Smith, Chief Operating Officer
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PAR CAPITAL MANAGEMENT, INC.
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By:
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/s/ Steven M. Smith
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Steven M. Smith, Chief Operating Officer
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