Shareholders' Equity

Common Stock

ATM Program

During August 2016, the Company commenced a continuous equity offering under which the Company may sell up to an aggregate of $400 million of its common stock from time to time through a sales agent in "at the market" offerings (the "ATM Program"). Actual sales will depend on a variety of factors, including market conditions, the trading price of the Company's common stock and determinations of the appropriate sources of funding for proposed transactions. The Company may sell the shares in amounts and at times to be determined by the Company, but has no obligation to sell any of the shares in the ATM Program. The ATM Program also allows the Company to enter into forward sale agreements. In no event will the aggregate number of shares sold under the ATM Program (whether under any forward sale agreement or through a sales agent), have an aggregate sales price in excess of $400 million. The Company expects, that if it enters into a forward sale contract, to physically settle each forward sale agreement with the forward purchaser on one or more dates specified by the Company prior to the maturity date of that particular forward sale agreement, in which case the aggregate net cash proceeds at settlement will equal the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case proceeds may or may not be received or cash may be owed to the forward purchaser.

In connection with the ATM Program, the Company engaged a sales agent who may receive compensation of up to 2% of the gross sales price of the shares sold. Similarly, in the event the Company enters into a forward sale agreement, it will pay the relevant forward seller a commission of up to 2% of the sales price of all borrowed shares of common stock sold during the applicable selling period of the forward sale agreement.

No shares were sold under the ATM Program during the year ended December 31, 2018. During the year ended December 31, 2017, GLPI sold 3,864,872 shares of its common stock at an average price of $36.22 per share under the ATM Program, which generated gross proceeds of approximately $140.0 million (net proceeds of approximately $139.4 million). Program to date, the Company has sold 5,186,871 shares of its common stock at an average price of $35.91 per share under the ATM Program and generated gross proceeds of approximately $186.3 million (net proceeds of approximately $185.0 million). The Company used the net proceeds from the ATM Program to partially fund its acquisition of the Meadows' and Tunica Properties' real estate assets. As of December 31, 2018, the Company had $213.7 million remaining for issuance under the ATM Program and had not entered into any forward sale agreements.

Stock Issued in Connection with Pinnacle Transaction

On April 6, 2016, the Company closed a public offering of 28,750,000 shares of its common stock, at a public offering price of $30.00 per share, before underwriting discount, which included 3,750,000 shares of common stock issued in connection with the exercise in full of the underwriters’ option to purchase additional shares.

The Company received approximately $825.2 million in net proceeds from the offering and used the net proceeds from the offering to partially fund its acquisition of substantially all of the real estate assets of Pinnacle, including the repayment, redemption and/or discharge of a portion of certain debt of Pinnacle assumed by the Company in connection with the Pinnacle Merger and the payment of transaction-related fees and expenses.

Additionally, on April 28, 2016, in connection with the Pinnacle Merger, the Company issued approximately 56.0 million shares of its common stock to Pinnacle stockholders and to Pinnacle to satisfy the Company's portion of Pinnacle's employee equity and cash-based incentive awards as consideration for the Pinnacle real estate assets.

The following table lists the regular dividends declared and paid by the Company during the years ended December 31, 2018, 2017 and 2016:



Declaration Date	Shareholder Record Date	Securities Class	Dividend Per Share		Period Covered	Distribution Date	Dividend Amount
							(in thousands)
2018
February 1, 2018	March 9, 2018	Common Stock	$	0.63	First Quarter 2018	March 23, 2018	$	134,490
April 24, 2018	June 15, 2018	Common Stock	$	0.63	Second Quarter 2018	June 29, 2018	$	134,631
July 31, 2018	September 7, 2018	Common Stock	$	0.63	Third Quarter 2018	September 21, 2018	$	134,844
October 12, 2018	December 14, 2018	Common Stock	$	0.68	Fourth Quarter 2018	December 28, 2018	$	145,627
2017
February 1, 2017	March 13, 2017	Common Stock	$	0.62	First Quarter 2017	March 24, 2017	$	129,007
April 25, 2017	June 16, 2017	Common Stock	$	0.62	Second Quarter 2017	June 30, 2017	$	131,554
July 25, 2017	September 8, 2017	Common Stock	$	0.63	Third Quarter 2017	September 22, 2017	$	133,936
October 19, 2017	December 1, 2017	Common Stock	$	0.63	Fourth Quarter 2017	December 15, 2017	$	133,942
2016
January 29, 2016	February 22, 2016	Common Stock	$	0.56	First Quarter 2016	March 25, 2016	$	65,345
April 25, 2016	June 2, 2016	Common Stock	$	0.56	Second Quarter 2016	June 17, 2016	$	113,212
August 3, 2016	September 12, 2016	Common Stock	$	0.60	Third Quarter 2016	September 23, 2016	$	124,262
November 4, 2016	December 5, 2016	Common Stock	$	0.60	Fourth Quarter 2016	December 16, 2016	$	124,466

In addition for the years ended December 31, 2018, 2017 and 2016, dividend payments were made to or accrued for GLPI restricted stock award holders and for both GLPI and Penn unvested employee stock options in the amount of $0.8 million, $0.9 million and $1.1 million, respectively.

A summary of the Company's common stock distributions for the years ended December 31, 2018, 2017 and 2016 is as follows (unaudited):



	Year Ended December 31,
	2018			2017			2016
	(in dollars per share)
Qualified dividends	$	0.0391		$	0.0543		$	0.1050
Non-qualified dividends	2.2955			2.2436			2.0746
Capital gains	0.0270			0.0371			0.0624
Non-taxable return of capital	0.2084			0.1650			0.0780
Total distributions per common share	$	2.57		$	2.50		$	2.32

Percentage classified as qualified dividends	1.52		%	2.17		%	4.53		%
Percentage classified as non-qualified dividends	89.32		%	89.75		%	89.42		%
Percentage classified as capital gains	1.05		%	1.48		%	2.69		%
Percentage classified as non-taxable return of capital	8.11		%	6.60		%	3.36		%
	100.00		%	100.00		%	100.00		%