SEC FORM 3

SEC Form 3

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^*

Sottosanti Carl

(Last)

(First)

(Middle)

825 BERKSHIRE BLVD, SUITE 200

(Street)

WYOMISSING

19610

(City)

(State)

(Zip)

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 ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. Vice President/Gen Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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.
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