FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Snowden Jay A
2. Issuer Name and Ticker or Trading Symbol

PENN NATIONAL GAMING INC [ PENN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and COO
(Last)          (First)          (Middle)

825 BERKSHIRE BLVD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

10/18/2017
(Street)

WYOMISSING, PA 19610
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   (1) 10/18/2017     M    10000   A $8.88   46281   D    
Common Stock   (1) 10/18/2017     S    10000   D $25.04   (2) 36281   D    
Common Stock   (1) 10/18/2017     M    91531   A $8.88   127812   D    
Common Stock   (1) 10/18/2017     S    91531   D $25.08   (3) 36281   D    
Common Stock   (1) 10/19/2017     M    8469   A $8.88   44750   D    
Common Stock   (1) 10/19/2017     S    8469   D $25.00   (4) 36281   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non Qualified Stock Options (right to buy)   $8.88   10/18/2017     M         10000      (5) 1/3/2019   Common Stock   10000   $0   0   D    
Non Qualified Stock Options (right to buy)   $8.88   10/18/2017     M         91531      (6) 10/11/2018   Common Stock   91531   $0   8469   D    
Non Qualified Stock Options (right to buy)   $8.88   10/19/2017     M         8469      (6) 10/11/2018   Common Stock   8469   $0   0   D    

Explanation of Responses:
(1)  The transactions on this Form 4 were made pursuant to a stock trading plan established pursuant to rule 10b5-1.
(2)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $25.00 to $25.14. The reporting person undertakes to provide to Penn National Gaming, Inc., any security holder of Penn National Gaming, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in the footnote to this Form 4.
(3)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $25.00 to $25.20. The reporting person undertakes to provide to Penn National Gaming, Inc., any security holder of Penn National Gaming, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in the footnote to this Form 4.
(4)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $25.00 to $25.03. The reporting person undertakes to provide to Penn National Gaming, Inc., any security holder of Penn National Gaming, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in the footnote to this Form 4.
(5)  The option award, representing a right to purchase 10,000 shares, became exercisable in four equal installments on the anniversary date of the grant, beginning January 3, 2013.
(6)  The option award, representing a right to purchase 150,000 shares, became exercisable in four equal installments on the anniversary date of the grant, beginning October 11, 2012, and would have expired on October 11, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Snowden Jay A
825 BERKSHIRE BLVD, SUITE 200
WYOMISSING, PA 19610


President and COO

Signatures
/s/ Christopher Rogers as attorney-in-fact for Jay A. Snowden 10/20/2017
** 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 4(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 control number.
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