| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2009 |
3. Issuer Name and Ticker or Trading Symbol
PENN NATIONAL GAMING INC [ PENN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Incentive Stock Options (right to buy) | 11/01/2003 | 11/01/2009 | Common Stock | 24,232 | 10.195 | D | |
| Non-Qualified Stock Option (right to buy) | 11/01/2006 | 11/01/2012 | Common Stock | 768 | 10.195 | D | |
| Incentive Stock Option (right to buy) | 10/31/2004 | 10/31/2010 | Common Stock | 7,500 | 11.875 | D | |
| Non-Qualified Stock Options (right to buy) | 10/31/2004 | 10/31/2013 | Common Stock | 12,500 | 11.875 | D | |
| Non-Qualified Stock Options (right to buy) | 10/17/2005 | 10/17/2014 | Common Stock | 30,000 | 21.075 | D | |
| Incentive Stock Options (right to buy) | 08/04/2007(1) | 08/04/2016 | Common Stock | 5,000 | 33.71 | D | |
| Non-Qualified Stock Options (right to buy) | 08/04/2007(1) | 08/04/2016 | Common Stock | 5,000 | 33.71 | D | |
| Incentive Stock Options (right to buy) | 01/02/2008(1) | 01/02/2017 | Common Stock | 2,004 | 41.62 | D | |
| Non-Qualified Stock Options (right to buy) | 01/02/2008(1) | 01/02/2017 | Common Stock | 2,996 | 41.62 | D | |
| Incentive Stock Options (right to buy) | 07/08/2009(1) | 07/08/2018 | Common Stock | 4,108 | 29.87 | D | |
| Non-Qualified Stock Options (right to buy) | 07/08/2009(1) | 07/08/2018 | Common Stock | 5,892 | 29.87 | D | |
| Incentive Stock Options (right to buy) | 10/06/2012 | 10/06/2015 | Common Stock | 1,264 | 20.03 | D | |
| Non-Qualified Stock Options (right to buy) | 10/06/2009(1) | 10/06/2015 | Common Stock | 13,736 | 20.03 | D | |
| Explanation of Responses: |
| 1. 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 Thomas Burke | 01/06/2009 | |
| ** 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. | ||
| 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. | ||
Exhibit 24
POWER OF ATTORNEY
For Executing Forms, 3, 4 and 5
Know all persons by these presents, that the undersigned hereby constitutes and appoints William J. Clifford, Robert S. Ippolito and Jordan B. Savitch, 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 5th day of January, 2009.
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/s/ Thomas P. Burke |
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Signature |
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Thomas P. Burke |
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Print Name |