Specimen certificate



 EXHIBIT 4.1 
  


					
			
	 	 	 PINNACLE
 ENTERTAINMENT
	  	 
	NUMBER	 	 	  	SHARES
	 	 	PINNACLE ENTERTAINMENT, INC.	  	 
			
	COMMON STOCK	 	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	  	COMMON STOCK
	 	 	 	  	CUSIP 723456 10 9

  

			
	THIS CERTIFIES THAT	 	SEE REVERSE FOR CERTAIN DEFINITIONS
		
	 	 	 
		
	 	 	 
		
	IS THE RECORD HOLDER OF	 	 

  
 FULLY PAID AND
NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.10 PER SHARE, OF 
  
 Pinnacle Entertainment, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar. 
  
 Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  
 Dated: 
  

					
	 	 	[Corporate Seal of Pinnacle Entertainment, Inc.]	  	 
	SECRETARY	 	 	  	CHAIRMAN OF THE BOARD

  

			
	 COUNTERSIGNED AND REGISTERED:
 AMERICAN STOCK TRANSFER & TRUST COMPANY
 TRANSFER AGENT AND REGISTRAR

		
	BY	 	 
	 	 	

	 	 	AUTHORIZED SIGNATURE









 THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND
TRANSFER IMPOSED BY APPLICABLE GAMING LAWS. 
  
 This
certificate and the shares represented thereby shall be held subject to all of the provisions of the Corporation’s Certificate of Incorporation, as amended (including, without limitation, ownership and transfer restrictions imposed by
applicable gaming laws), and the Bylaws, as amended, a copy of each of which is on file at the office of the Corporation, and made a part hereof as fully as though the provisions of said Certificate of Incorporation and Bylaws were imprinted in full
on this certificate, to all of which the holder of this certificate, by acceptance hereof, assents and agrees to be bound. 
  
 Any stockholder may obtain, upon request and without charge, a statement of the number of shares constituting each class or series of stock and the
designation thereof; and a copy of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences
and/or rights; and the Bylaws. Any such request may be addressed to the Secretary of the Corporation or to the Transfer Agent named on the face hereof. 
  
 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations: 
  

											
	 TEN COM
 TEN ENT
 JT TEN
	  	 —as tenants in common
 —as tenants by the entireties
 —as joint tenants with right of survivorship and not as tenants in common
	  	UNIF GIFT MIN ACT—	  	                              Custodian      
                        
	  	  	 	  	          (Cust)	  	 	  	(Minor)        
	  	  	 	  	under Uniform Gifts to Minors
Act                                       
                                   
	  	  	 	  	(State)
	  	  	UNIF TRF MIN ACT—	  	                              Custodian (until
age            )
	  	  	 	  	          (Cust)	  	 	  	 
	  	  	 	  	                              under Uniform Transfers
	  	  	 	  	          (Minor)	  	 	  	 
	  	  	 	  	to Minors Act
                                        
              
	  	  	 	  	 	  	(State)        

  
 Additional
abbreviations may also be used though not in the above list. 
  
 FOR VALUE
RECEIVED,
                                        
hereby sell, assign and transfer unto 
  

	
	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
	

	
	 
	


  

			
		
	 	  	 
	

	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)	  	 
	 	  	 
	

		
	 	  	Shares
	
	 	 
	of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
		
	 	  	Attorney
	
	 	 
	to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

  

			
		
	Dated	 	 
	 	 	


  

			
	 X
	 	 
	 	 	

	 X
	 	 
	 	 	

	 NOTICE:
	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR. WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.


  
 Signature(s) Guaranteed

  
  

			
	 By
	 	 
	 	 	

	 	 	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.