Gaming and Leisure Properties, Inc.
Gaming & Leisure Properties, Inc. (Form: 4, Received: 01/09/2018 16:57:46)
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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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 *

CLIFFORD WILLIAM J
2. Issuer Name and Ticker or Trading Symbol

Gaming & Leisure Properties, Inc. [ GLPI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, CFO and Treas
(Last)          (First)          (Middle)

845 BERKSHIRE BLVD., SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

1/8/2018
(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) 1/8/2018     A    110000   A $0   300828   D    
Common Stock   1/8/2018     F    46815   D $36.69   254013   D    
Common Stock   (2) 1/8/2018     A    20987   A $0   275000   D    
Common Stock   1/8/2018     F    8932   D $36.69   266068   D    

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

Explanation of Responses:
(1)  Reflects performance-based restricted stock earned and paid on January 8, 2018. The award had a performance period beginning on January 2, 2015 and ending December 29, 2017. The shares which vested at the end of the performance period was based upon the Company's three-year total shareholder return ranking among the three-year return of the companies included in the MSCI US REIT Index.
(2)  Represents receipt of dividends related to performance-based restricted stock that accrued during the applicable performance period on the shares earned and paid on January 8, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CLIFFORD WILLIAM J
845 BERKSHIRE BLVD.
SUITE 200
WYOMISSING, PA 19610


SVP, CFO and Treas

Signatures
/s/William J. Clifford 1/9/2018
** 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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