<SEC-DOCUMENT>0001179110-18-004930.txt : 20180330
<SEC-HEADER>0001179110-18-004930.hdr.sgml : 20180330
<ACCEPTANCE-DATETIME>20180330113759
ACCESSION NUMBER:		0001179110-18-004930
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20180321
FILED AS OF DATE:		20180330
DATE AS OF CHANGE:		20180330

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Reibstein Saul
		CENTRAL INDEX KEY:			0001495392

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24206
		FILM NUMBER:		18725308

	MAIL ADDRESS:	
		STREET 1:		C/O VISHAY PRECISION GROUP, INC.
		STREET 2:		3 GREAT VALLEY PARKWAY, SUITE 150
		CITY:			MALVERN
		STATE:			PA
		ZIP:			19355

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
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>edgar.xml
<DESCRIPTION>FORM 3 -
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2018-03-21</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000921738</issuerCik>
        <issuerName>PENN NATIONAL GAMING INC</issuerName>
        <issuerTradingSymbol>PENN</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001495392</rptOwnerCik>
            <rptOwnerName>Reibstein Saul</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>825 BERKSHIRE BLVD, SUITE 200</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>WYOMISSING</rptOwnerCity>
            <rptOwnerState>PA</rptOwnerState>
            <rptOwnerZipCode>19610</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle></officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>18948</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>150</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                    <footnoteId id="F1"/>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Spouse</value>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Non-Qualified Stock Options (Right to Buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>13.19</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <value>2017-12-31</value>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <value>2022-01-06</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>80330</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Non-Qualified Stock Options (Right to Buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>12.87</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <value>2017-12-31</value>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <value>2023-02-09</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>104543</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Mr. Reibstein disclaims beneficial ownership of these shares owned by his spouse, 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.</footnote>
        <footnote id="F2">On January 6, 2015, when he was Executive Vice President, Chief Financial Officer and Treasurer, Mr. Reibstein received an award of 160,300 Non-Qualified Stock Options. In connection with Mr. Reibstein's retirement and pursuant to the terms of that certain Transition Services Agreement dated October 19, 2016, all outstanding equity awards previously granted to Mr. Reibstein became fully vested as of the last day of the transition period, December 31, 2017. There are 80,330 options remaining from the January 6, 2015 award that are exercisable.</footnote>
        <footnote id="F3">On February 9, 2016, when he was Executive Vice President, Chief Financial Officer and Treasurer, Mr. Reibstein received an award of 138,534 Non-Qualified Stock Options. In connection with Mr. Reibstein's retirement and pursuant to the terms of that certain Transition Services Agreement dated October 19, 2016, all outstanding equity awards previously granted to Mr. Reibstein became fully vested as of the last day of the transition period, December 31, 2017.  There are 104,543 options remaining from the February 9, 2016 award that are exerciseable.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>/s/ Christopher Rogers as attorney-in-fact for Saul Reibstein</signatureName>
        <signatureDate>2018-03-30</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>ex24reibstein.txt
<TEXT>
POWER OF ATTORNEY
For Executing Forms, 3, 4 and 5

Know all persons by these presents, that the undersigned hereby
constitutes and appoints Timothy J. Wilmott, Carl Sottosanti and
Christopher Rogers, 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
and regulations 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 and execution of any such Form 3, 4 or 5,
and any amendment thereto, and the 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 or her 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 requisite, 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 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, as amended or the rules
and regulations promulgated thereunder.

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 27th day of March, 2018.



/s/Saul V. Reibstein
______________________
Signature

Saul V. Reibstein
_______________________
Print Name





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
