SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CARLINO PETER M

(Last) (First) (Middle)
825 BERKSHIRE BLVD SUITE 400

(Street)
WYOMISSING PA 19610

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Gaming & Leisure Properties, Inc. [ GLPI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO & President
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 2,327,540 D
Common Stock 6,905,874(1) I By a Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Non-Qualified Stock Option (right to buy) $9.32 11/05/2013 J 32,813 11/05/2013 01/29/2014 Common Stock 32,813 (5) 182,813(14) D
Non-Qualified Stock Option (right to buy) $22.41 11/05/2013 J 122,788 11/05/2013 01/06/2015 Common Stock 122,788 (6) 684,088(15) D
Non-Qualified Stock Option (right to buy) $25.4 11/05/2013 J 65,627 11/05/2013 01/12/2016 Common Stock 65,627 (7) 365,627(16) D
Non-Qualified Stock Option (right to buy) $31.92 11/05/2013 J 65,627 11/05/2013 01/02/2017 Common Stock 65,627 (8) 365,627(16) D
Non-Qualified Stock Option (right to buy) $22.91 11/05/2013 J 65,627 11/05/2013 07/08/2018 Common Stock 65,627 (9) 365,627(16) D
Non-Qualified Stock Option (right to buy) $16.4 11/05/2013 J 65,627 11/05/2013 01/02/2016 Common Stock 65,627 (10) 365,627(16) D
Non-Qualified Stock Option (right to buy) $20.85 11/05/2013 J 65,627 (2) 01/02/2017 Common Stock 65,627 (11) 365,627(16) D
Non-Qualified Stock Option (right to buy) $26.96 11/05/2013 J 65,627 (3) 01/02/2018 Common Stock 65,627 (12) 365,627(16) D
Non-Qualified Stock Option (right to buy) $29.19 11/05/2013 J 65,627 (4) 01/03/2019 Common Stock 65,627 (13) 365,627(16) D
Explanation of Responses:
1. Represents shares acquired on November 1, 2013 in a pro rata distribution by PNG. These shares are held by the Carlino Family Trust as to which Peter M. Carlino has sole voting power for certain matters. Mr. Carlino disclaims beneficial ownership of the shares owned by the trust, and this report should not be deemed an admission that Peter M. Carlino is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
2. 75% of these options are currently exercisable, and the remaining 25% will vest on 1/2/2014.
3. 50% of these options are currently exercisable, 25% will vest on 1/3/2014 and 25% will vest on 1/3/2015.
4. 25% of these options are currently exercisable, 25% will vest on 1/3/2014, 25% will vest on 1/3/2015 and 25% will vest on 1/3/2016.
5. Received pursuant to that certain Exchange Agreement, dated as of October 30, 2013 ("Exchange Agreement"), by and among Peter M. Carlino, Commonwealth Trust Company, as Trustee of the Carlino Dynasty Trust dated September 25, 2013, Penn National Gaming, Inc. ("PNG"), and Gaming and Leisure Properties, Inc. ("GLPI") in exchange for 107,939 options to purchase common stock of PNG for an exercise price of $12.15 per share.
6. Received pursuant to the Exchange Agreement in exchange for 403,907 options to purchase common stock of PNG for an exercise price of $29.22 per share.
7. Received pursuant to the Exchange Agreement in exchange for 215,877 options to purchase common stock of PNG for an exercise price of $33.12 per share.
8. Received pursuant to the Exchange Agreement in exchange for 215,877 options to purchase common stock of PNG for an exercise price of $41.62 per share.
9. Received pursuant to the Exchange Agreement in exchange for 215,877 options to purchase common stock of PNG for an exercise price of $29.87 per share.
10. Received pursuant to the Exchange Agreement in exchange for 215,877 options to purchase common stock of PNG for an exercise price of $21.38 per share.
11. Received pursuant to the Exchange Agreement in exchange for 215,877 options to purchase common stock of PNG for an exercise price of $27.19 per share.
12. Received pursuant to the Exchange Agreement in exchange for 215,877 options to purchase common stock of PNG for an exercise price of $35.15 per share.
13. Received pursuant to the Exchange Agreement in exchange for 215,877 options to purchase common stock of PNG for an exercise price of $38.07 per share.
14. Includes 150,000 options to purchase GLPI common stock acquired on November 1, 2013 in the November 1, 2013 pro rata distribution by PNG to its shareholders of all of the outstanding shares of common stock of GLPI which, prior to the Spin-Off, was a wholly-owned subsidiary of PNG (the "Spin-Off").
15. Includes 561,300 options to purchase GLPI common stock acquired on November 1, 2013 in the Spin-Off.
16. Includes 300,000 options to purchase GLPI common stock acquired on November 1, 2013 in the Spin-Off.
/s/ Robert S. Ippolito as attorney-in-fact for Peter M. Carlino 11/07/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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