Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * CARLINO PETER M	2. Issuer Name and Ticker or Trading Symbol PENN NATIONAL GAMING INC [ PENN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner _____ Officer (give title below)    __X__ Other (specify below) Chairman Emeritus
(Last)          (First)          (Middle) 825 BERKSHIRE BLVD., SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 1/3/2021
(Street) WYOMISSING, PA 19610 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	1/3/2021		M		3050	A	(1)	732885	D
Common Stock	1/3/2021		D		3050	D	$86.37	729835	D
Common Stock	1/3/2021		M		6427	A	(1)	736262	D
Common Stock	1/3/2021		D		6427	D	$86.37	729835	D
Common Stock	1/4/2021		M		6648	A	(1)	736483	D
Common Stock	1/4/2021		D		6648	D	$86.37	729835	D
Common Stock								4520481	I	By Trusts (2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)	1/3/2021		M			3050	1/3/2021	1/3/2021	Common Stock	3050	(1)	3049	D
Phantom Stock Units	(1)	1/3/2021		M			6427	1/3/2021	1/3/2021	Common Stock	6427	(1)	6426	D
Phantom Stock Units	(1)	1/4/2021		M			6648	1/4/2021	1/4/2021	Common Stock	6648	(1)	0	D

Explanation of Responses:
(1)	The reporting person receives a cash payment for each phantom stock unit equal to the fair market value on the vesting date of one share of the Company's common stock.
(2)	Includes 365,212 shares owned by a residuary trust for the benefit of Peter D. Carlino and Peter D. Carlino's children. The reporting person is a trustee of the residuary trust with shared voting and investment power. The reporting person disclaims beneficial ownership of the shares owned by the residuary trust, except to the extent to of his pecuniary interest therein, and this report should not be deemed an admission the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
(3)	Includes 4,155,269 shares held by the Carlino Family Trust. The reporting person is a trustee of the trust with shared voting and investment power. The reporting person disclaims beneficial ownership of the shares owned by the trust, except to the extent of his pecuniary interest therein, 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARLINO PETER M 825 BERKSHIRE BLVD., SUITE 200 WYOMISSING, PA 19610				Chairman Emeritus

Signatures
/s/ Elliot D. Hoops, Attorney-In-Fact for Peter M. Carlino		1/5/2021
**Signature of Reporting Person		Date