SEC FORM 3 SEC Form 3
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*
Snowden Jay A

(Last) (First) (Middle)
825 BERKSHIRE BLVD, SUITE 200

(Street)
WYOMISSING PA 19610

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/11/2011
3. Issuer Name and Ticker or Trading Symbol
PENN NATIONAL GAMING INC [ PENN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SR VP of Regional Operations
5. 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 Beneficially Owned
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)
Common Stock 935 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Explanation of Responses:
/s/Robert S Ippolito as attorney-in-fact for Jay A. Snowden 10/13/2011
** 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.
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                                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 12th day of October, 2011.

                                            /S/JAY A. SNOWDEN
                                            -----------------------------------
                                            Signature

                                            JAY A. SNOWDEN
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