Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Sottosanti Carl
 2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2014		 3. Issuer Name and Ticker or Trading Symbol
PENN NATIONAL GAMING INC [PENN]
(Last)
(First)
(Middle)
825 BERKSHIRE BLVD, SUITE 200		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. Vice President/Gen Counsel
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WYOMISSING, PA 19610		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 9,016
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Non Qualified Stock Options (right to buy) 01/06/2009 01/06/2015 Common Stock 12,402 $ 6.81 D  
Non Qualified Stock Options (right to buy) 01/12/2010 01/12/2016 Common Stock 11,980 $ 7.72 D  
Incentive Stock Options (right to buy) 01/12/2010 01/12/2016 Common Stock 3,020 $ 7.72 D  
Non Qualified Stock Options (right to buy) 01/02/2011 01/02/2017 Common Stock 17,598 $ 9.7 D  
Non Qualified Stock Options (right to buy) 07/08/2012 07/08/2018 Common Stock 16,653 $ 6.96 D  
Incentive Stock Options (right to buy) 07/08/2012 07/08/2018 Common Stock 3,347 $ 6.96 D  
Non Qualified Stock Options (right to buy) 01/02/2013 01/02/2016 Common Stock 30,000 $ 4.98 D  
Non Qualified Stock Options (right to buy) 01/02/2014 01/12/2017 Common Stock 20,000 $ 6.34 D  
Non Qualified Stock Options (right to buy) 01/03/2012(1) 01/03/2018 Common Stock 20,000 $ 8.19 D  
Non Qualified Stock Options (right to buy) 01/03/2013(2) 01/03/2019 Common Stock 20,000 $ 8.88 D  
Phantom Stock Unit   (4)   (4) Common Stock 930 $ (3) D  
Phantom Stock Unit   (5)   (5) Common Stock 1,867 $ (3) D  
Phantom Stock Unit   (6)   (6) Common Stock 1,776 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sottosanti Carl
825 BERKSHIRE BLVD, SUITE 200
WYOMISSING, PA 19610		       Sr. Vice President/Gen Counsel  

Signatures

/s/Robert S Ippolito as attorney-in-fact for Carl Sottosanti 02/07/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The option was granted on January 3, 2011 and vests over 4 years at 25% a year on the anniversary of the date of grant.
(2) The option was granted on January 3, 2012 and vests over 4 years at 25% a year on the anniversary of the date of grant.
(3) Upon vesting, the recipient is entitled to a cash payment for each unit equal to the fair market value on the vesting date of one share of the Company's common stock.
(4) The Phantom Stock Unit is scheduled to vest as follows: 465 units on October 20, 2014; and 465 units on October 20, 2015.
(5) The Phantom Stock Unit is scheduled to vest as follows: 622 units on February 06, 2014; 623 units on February 06, 2015; and 622 units on February 06, 2016.
(6) The Phantom Stock Unit was granted on January 29, 2013 and vests over 4 years at 25% a year on the anniversary of the date of grant.

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