Statement of Changes in Beneficial Ownership (4)
August 12 2020 - 5:10PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Sottosanti Carl |
2. Issuer Name and Ticker or Trading Symbol
PENN NATIONAL GAMING INC
[
PENN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, General Counsel and Sec. |
(Last)
(First)
(Middle)
825 BERKSHIRE BLVD., SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/10/2020 |
(Street)
WYOMISSING, PA 19610
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/10/2020 | | M | | 66281 | A | $12.87 | 152829 | D | |
Common Stock | 8/10/2020 | | S(1) | | 66281 | D | $47.09 | 86548 | D | |
Common Stock | 8/11/2020 | | M | | 26056 | A | $12.87 | 112604 | D | |
Common Stock | 8/11/2020 | | S(2) | | 26056 | D | $47.14 | 86548 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Stock Options (Right to Buy) | $12.87 | 8/10/2020 | | M | | | 66281 | (3) | 2/9/2023 | Common Stock | 66281 | $0.00 | 26056 | D | |
Stock Options (Right to Buy) | $12.87 | 8/11/2020 | | M | | | 26056 | (3) | 2/9/2023 | Common Stock | 26056 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.00 to $47.24, inclusive. 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 sold at each separate price within the range set forth in footnote (1) to this Form 4. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.00 to $47.45, inclusive. 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 sold at each separate price within the range set forth in footnote (2) to this Form 4. |
(3) | The stock options vested in four installments on February 9, 2017, February 9, 2018, February 9, 2019 and February 9, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sottosanti Carl 825 BERKSHIRE BLVD., SUITE 200 WYOMISSING, PA 19610 |
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| EVP, General Counsel and Sec. |
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Signatures
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/s/ Elliot D. Hoops, Attorney-In-Fact for Carl Sottosanti | | 8/12/2020 |
**Signature of Reporting Person | Date |
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