Christopher Byron Rogers - 03 Jan 2024 Form 4 Insider Report for PENN Entertainment, Inc. (PENN)

Role
EVP and Chief Strategy Officer
Signature
/s/ Joshua Sidworth, Attorney-in-Fact for Christopher Byron Rogers
Issuer symbol
PENN
Transactions as of
03 Jan 2024
Net transactions value
-$26,836
Form type
4
Filing time
05 Jan 2024, 16:47:48 UTC
Previous filing
26 Sep 2023
Next filing
04 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PENN Common Stock Options Exercise $99,743 +7,074 +25% $14.10 35,231 03 Jan 2024 Direct
transaction PENN Common Stock Sale $126,579 -5,017 -14% $25.23 30,214 03 Jan 2024 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 (Rightto Buy) Options Exercise $0 -7,074 -100% $0.000000* 0 03 Jan 2024 Common Stock 7,074 $14.10 Direct F3
transaction PENN Stock Options (Rightto Buy) Award $0 +94,944 $0.000000 94,944 03 Jan 2024 Common Stock 94,944 $25.95 Direct F4
* 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 January 3, 2024 were 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 $24.78 to $25.26, 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.
F4 The stock options vest in four equal annual installments beginning on January 3, 2025.