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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CARLINO PETER M

(Last)

(First)

(Middle)

825 BERKSHIRE BLVD., SUITE 200

(Street)

WYOMISSING

19610

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PENN NATIONAL GAMING INC [ PENN ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Chairman Emeritus

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/22/2021		J⁽¹⁾		181,192	A	$0.00	1,248,512	I	By Trusts⁽²⁾⁽³⁾
Common Stock								596,453	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a portion of the shares acquired by Peter M. Carlino in June 2019 as a beneficiary under the Carlino Family Trust in connection with estate planning for Mr. Carlino. The shares reported on this Form 4 are now being transferred back to the Carlino Family Trust.

2. Includes 883,300 shares held by the Carlino Family Trust. The reporting person is a trustee of the trust with shared voting and investment power. The reporting person disclaims beneficial ownership of the shares owned by the trust, except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

3. Includes 365,212 shares owned by a residuary trust for the benefit of Peter D. Carlino and Peter D. Carlino's children. The reporting person is a trustee of the residuary trust with shared voting and investment power. The reporting person disclaims beneficial ownership of the shares owned by the residuary trust, except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

	/s/ Harper Ko, Attorney-In-Fact for Peter M. Carlino	06/24/2021
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of
Jay A. Snowden, Felicia Hendrix, and Harper Ko, signing singly, the
undersigned's true
and lawful attorney-in-fact to:

(1) prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit
to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including
amendments
thereto, and any other documents necessary or appropriate to obtain codes and
passwords
enabling the undersigned to make electronic filings with the SEC of reports
required by the
Securities Exchange Act of 1934 (including, but not limited to, Section 16(a)
and the rules
thereunder), the Securities Act of 1933 (including, but not limited to, Rule 144
thereunder)
or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer
and/or director of Penn National Gaming, Inc., a Pennsylvania corporation (the
"Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and
the rules thereunder, Form 144 in accordance with Rule 144 of the Securities Act
of 1933 and
any other forms or reports (including amendments thereto) the undersigned may be
required to
file in connection with the undersigned's ownership, acquisition, or disposition
of securities of the Company;

(3) do and perform any and all acts for and on behalf of the undersigned which
may be necessary
or desirable to complete and execute any such Form 3, 4, or 5, Form 144 or other
form or report
(including amendments thereto), and timely file such form, schedule or report
with the SEC and
any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the
foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of,
or legally
required by, the undersigned, 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 such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform
any and every act and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any
of the rights and powers herein granted, as fully to all intents and purposes as
the undersigned 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 such attorney-in-fact's 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 and rules
thereunder, Rule 144 of the Securities
Act of 1933.

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, and Form 144 (including amendments thereto)
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 day of 21st of April, 2021.

/s/ Peter M.Carlino
______________________
Signature

Peter M.Carlino
_______________________
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