0001179110-14-002282.txt : 20140207 0001179110-14-002282.hdr.sgml : 20140207 20140207115040 ACCESSION NUMBER: 0001179110-14-002282 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140201 FILED AS OF DATE: 20140207 DATE AS OF CHANGE: 20140207 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PENN NATIONAL GAMING INC CENTRAL INDEX KEY: 0000921738 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 232234473 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 825 BERKSHIRE BLVD STE 200 STREET 2: WYOMISSING PROFESSIONAL CENTER CITY: WYOMISSING STATE: PA ZIP: 19610 BUSINESS PHONE: 6103732400 MAIL ADDRESS: STREET 1: 825 BERKSHIRE BLVD STREET 2: SUITE 200 CITY: WYOMISSING STATE: PA ZIP: 19610 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sottosanti Carl CENTRAL INDEX KEY: 0001598259 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24206 FILM NUMBER: 14582816 MAIL ADDRESS: STREET 1: 825 BERKSHIRE BOULEVARD STREET 2: SUITE 200 CITY: WYOMISSING STATE: PA ZIP: 19610 3 1 edgar.xml FORM 3 - X0206 3 2014-02-01 0 0000921738 PENN NATIONAL GAMING INC PENN 0001598259 Sottosanti Carl 825 BERKSHIRE BLVD, SUITE 200 WYOMISSING PA 19610 0 1 0 0 Sr. Vice President/Gen Counsel Common Stock 9016 D Non Qualified Stock Options (right to buy) 6.81 2009-01-06 2015-01-06 Common Stock 12402 D Non Qualified Stock Options (right to buy) 7.72 2010-01-12 2016-01-12 Common Stock 11980 D Incentive Stock Options (right to buy) 7.72 2010-01-12 2016-01-12 Common Stock 3020 D Non Qualified Stock Options (right to buy) 9.70 2011-01-02 2017-01-02 Common Stock 17598 D Non Qualified Stock Options (right to buy) 6.96 2012-07-08 2018-07-08 Common Stock 16653 D Incentive Stock Options (right to buy) 6.96 2012-07-08 2018-07-08 Common Stock 3347 D Non Qualified Stock Options (right to buy) 4.98 2013-01-02 2016-01-02 Common Stock 30000 D Non Qualified Stock Options (right to buy) 6.34 2014-01-02 2017-01-12 Common Stock 20000 D Non Qualified Stock Options (right to buy) 8.19 2012-01-03 2018-01-03 Common Stock 20000 D Non Qualified Stock Options (right to buy) 8.88 2013-01-03 2019-01-03 Common Stock 20000 D Phantom Stock Unit Common Stock 930 D Phantom Stock Unit Common Stock 1867 D Phantom Stock Unit Common Stock 1776 D 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. 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. 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. The Phantom Stock Unit is scheduled to vest as follows: 465 units on October 20, 2014; and 465 units on October 20, 2015. 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. 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 2014-02-07 EX-24.TXT 2 ex24sottosanti.txt POWER OF ATTORNEY POWER OF ATTORNEY For Executing Forms, 3, 4 and 5 Know all persons by these presents, that the undersigned hereby constitutes and appoints Saul V. Reibstein, Robert S. Ippolito and Timothy J. Wilmott, and each of them, his true and lawful attorney-in-fact to: (1) prepare and/or execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Penn National Gaming, Inc. (the "Company"), Forms 3, 4 and 5 to report transactions in the Company's securities reportable by the undersigned in accordance with the provisions of Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder; and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the preparation, execution and timely filing of any such Form 3, 4 or 5, and any amendment thereto, with the United States Securities and Exchange Commission and any other authority, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms, 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of February, 2014. /s/ Carl Sottosanti Signature Carl Sottosanti Print Name