Edgar Filing: Gaming & Leisure Properties, Inc.

Ownership Submission

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

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 ^*

CARLINO PETER M

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

(Last)

(First)

(Middle)

825 BERKSHIRE BLVD SUITE 400

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2013

(Street)

WYOMISSING, PA 19610

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								2,327,540	D
Common Stock								6,905,874 ⁽¹⁾	I	By a Trust

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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 9.32

11/05/2013

32,813

11/05/2013

01/29/2014

Common Stock

32,813

⁽⁵⁾

182,813 ⁽¹⁴⁾

Non-Qualified Stock Option (right to buy)

$ 22.41

11/05/2013

122,788

11/05/2013

01/06/2015

Common Stock

122,788

⁽⁶⁾

684,088 ⁽¹⁵⁾

Non-Qualified Stock Option (right to buy)

$ 25.4

11/05/2013

65,627

11/05/2013

01/12/2016

Common Stock

65,627

⁽⁷⁾

365,627 ⁽¹⁶⁾

Non-Qualified Stock Option (right to buy)

$ 31.92

11/05/2013

65,627

11/05/2013

01/02/2017

Common Stock

65,627

⁽⁸⁾

365,627 ⁽¹⁶⁾

Non-Qualified Stock Option (right to buy)

$ 22.91

11/05/2013

65,627

11/05/2013

07/08/2018

Common Stock

65,627

⁽⁹⁾

365,627 ⁽¹⁶⁾

Non-Qualified Stock Option (right to buy)

$ 16.4

11/05/2013

65,627

11/05/2013

01/02/2016

Common Stock

65,627

⁽¹⁰⁾

365,627 ⁽¹⁶⁾

Non-Qualified Stock Option (right to buy)

$ 20.85

11/05/2013

65,627

⁽²⁾

01/02/2017

Common Stock

65,627

⁽¹¹⁾

365,627 ⁽¹⁶⁾

Non-Qualified Stock Option (right to buy)

$ 26.96

11/05/2013

65,627

⁽³⁾

01/02/2018

Common Stock

65,627

⁽¹²⁾

365,627 ⁽¹⁶⁾

Non-Qualified Stock Option (right to buy)

$ 29.19

11/05/2013

65,627

⁽⁴⁾

01/03/2019

Common Stock

65,627

⁽¹³⁾

365,627 ⁽¹⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CARLINO PETER M 825 BERKSHIRE BLVD SUITE 400 WYOMISSING, PA 19610	X		CEO & President

Signatures

/s/ Robert S. Ippolito as attorney-in-fact for Peter M. Carlino		11/07/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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