0001209191-13-002264.txt : 20130104
0001209191-13-002264.hdr.sgml : 20130104
20130104215223
ACCESSION NUMBER: 0001209191-13-002264
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130103
FILED AS OF DATE: 20130104
DATE AS OF CHANGE: 20130104
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 BERSHIRE BLVD
STREET 2: SUITE 200
CITY: WYOMISSING
STATE: PA
ZIP: 19610
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EDENS WESLEY R
CENTRAL INDEX KEY: 0001124460
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-24206
FILM NUMBER: 13513560
MAIL ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS, 46TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10105
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2013-01-03
0
0000921738
PENN NATIONAL GAMING INC
PENN
0001124460
EDENS WESLEY R
C/O FORTRESS INVESTMENT GROUP LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK
NY
10105
1
0
1
0
Common Stock
21195
D
Common Stock
2013-01-03
4
M
0
2371
A
23566
D
Common Stock
2013-01-03
4
D
0
2371
50.29
D
21195
D
Common Stock
2013-01-03
4
M
0
1642
A
22837
D
Common Stock
2013-01-03
4
D
0
1642
50.29
D
21195
D
Common Stock
157822
I
FIG PNG Holdings LLC
Phantom Stock Unit
0.00
2012-01-03
4
M
0
2371
D
Common Stock
2371
2371
D
Phantom Stock Unit
0.00
2012-01-03
4
M
0
1642
D
Common Stock
1642
4925
D
The reported shares of Common Stock were granted to Wesley R. Edens, a director of Penn National Gaming, Inc. ("PENN"), pursuant to PENN's 2008 Long Term Incentive Compensation Plan as a component of non-employee director compensation. Pursuant to arrangements in place between FIG LLC ("FIG") and Mr. Edens, Mr. Edens is deemed to hold the shares on behalf of FIG. FIG may be deemed the indirect beneficial owner of the reported shares and Mr. Edens disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein by virtue of his indirect interest in FIG as described below.
Each Phantom Stock Unit was the economic equivalent of one share of the issuer's common stock.
By virtue of his indirect interest in FIG PNG Holdings LLC ("FIG PNG Holdings") as described below, Mr. Edens may be deemed to beneficially own the shares listed in this report as beneficially owned by FIG PNG Holdings. Mr. Edens disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therien by virtue of his indirect interest in FIG as described below. The inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.
FIG PNG Holdings is owned by Fortress Investment Fund V (Fund A) L.P., Fortress Investment Fund V (Fund D) L.P., Fortress Investment Fund V (Fund E) L.P., Fortress Investment Fund V (Coinvestment Fund A) L.P., Fortress Investment Fund V (Coinvestment Fund D) L.P., (collectively, the "Fund V ADE Funds") and Fortress Investment Fund V (Fund B) L.P., Fortress Investment Fund V (Fund C) L.P., Fortress Investment Fund V (Fund F) L.P., Fortress Investment Fund V (Coinvestment Fund B) L.P., Fortress Investment Fund V (Coinvestment Fund C) L.P., [continued in Footnote 5]
[continued from Footnote 4] Fortress Investment Fund V (Coinvestment Fund F) L.P., (collectively, the "Fund V BCF Funds"). Fortress Fund V GP L.P. is the general partner of each of the Fund V ADE Funds, and the general partner of Fortress Fund V GP L.P. is Fortress Fund V GP Holdings Ltd., which is wholly-owned by Fortress Operating Entity I L.P. ("FOE I"). Fortress Fund V GP (BCF) L.P. is the general partner of each of the Fund V BCF Funds, and the general partner of Fortress Fund V GP (BCF) L.P. is Fortress Fund V GP (BCF) Holdings Ltd., which is wholly-owned by Principal Holdings I LP. FIG is the investment manager of Fund V ADE Funds and Fund V BCF Funds, and is wholly owned by FOE I. FIG Corp. is the general partner of FOE I. FIG Asset Co. LLC is the general partner of Principal Holdings I LP. Fortress Investment Group LLC ("Fortress") wholly owns each of FIG Corp. and FIG Asset Co. LLC.
Upon vesting, the recipient is entitled to a cash payment for each unit of the Phantom Stock Unit equal to the fair market value on the vesting date of one share of the Company's common stock.
The Phantom Stock Unit was granted to Mr. Edens, a director of PENN, pursuant to PENN's 2008 Long Term Incentive Compensation Plan as a component of non-employee director compensation. On January 3, 2013, 2,371 units of Phantom Stock vested. The remaining 2,371 units will vest on January 3, 2014. Pursuant to arrangements in place between FIG and Mr. Edens, Mr. Edens is deemed to hold the reported Phantom Stock Unit on behalf of FIG. FIG may be deemed the indirect beneficial owner of the reported Phantom Stock Unit and Mr. Edens disclaims beneficial ownership of the reported Phantom Stock Unit except to the extent of his pecuniary interest therein by virtue of his indirect interest in FIG as described herein.
The Phantom Stock Unit was granted to Mr. Edens, a director of PENN, pursuant to PENN's 2008 Long Term Incentive Compensation Plan as a component of non-employee director compensation. On January 3, 2013, 1,642 units of Phantom Stock vested. The remaining units will vest as follows: 1,642 units on January 3, 2014; 1,642 units on January 3, 2015; and 1,641 units on January 3, 2016. Pursuant to arrangements in place between FIG and Mr. Edens, Mr. Edens is deemed to hold the reported Phantom Stock Unit on behalf of FIG. FIG may be deemed the indirect beneficial owner of the reported Phantom Stock Unit and Mr. Edens disclaims beneficial ownership of the reported Phantom Stock Unit except to the extent of his pecuniary interest therein by virtue of his indirect interest in FIG as described herein.
/s/ Wesley R. Edens
2013-01-04