Jay A. Snowden - Dec 26, 2023 Form 4 Insider Report for PENN Entertainment, Inc. (PENN)

Role
President and CEO, Director
Signature
/s/ Joshua Sidworth, Attorney-in-Fact for Jay A. Snowden
Stock symbol
PENN
Transactions as of
Dec 26, 2023
Transactions value $
-$1,275,452
Form type
4
Date filed
12/27/2023, 04:10 PM
Previous filing
Mar 10, 2023
Next filing
Jan 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PENN Common Stock Options Exercise $3.09M +219K +34.11% $14.10 862K Dec 26, 2023 Direct
transaction PENN Common Stock Sale -$4.37M -173K -20.06% $25.25 689K Dec 26, 2023 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PENN Stock Options (Right to Buy) Options Exercise $0 -219K -100% $0.00* 0 Dec 26, 2023 Common Stock 219K $14.10 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. The stock options exercised by the reporting person on December 26, 2023 are scheduled to expire on January 4, 2024. This was a broker-assisted cashless exercise and hold transaction and therefore the proceeds from the sales were used solely to pay the exercise price, cover withholding taxes and pay broker fees and commissions.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.98 to $25.4828, inclusive. The reporting person undertakes to provide to Penn Entertainment, Inc., any security holder of Penn Entertainment, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.
F3 The stock options vested in four annual installments beginning on January 4, 2018.