Delawder Dan Form 4 PARK NATIONAL / DAN DELAWDER ownership change

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^*

DELAWDER DAN

(Last) (First) (Middle)

50 N. THIRD STREET

(Street)

NEWARK OH 43055

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PARK NATIONAL CORP /OH/ [ PRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2020

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 Shares	03/27/2020(1)		A		1,311.11(1)	A	(1)	56,591.11	D
Common Shares	03/27/2020		F		401.2	D	$71.87	56,189.91	D
Common Shares	03/29/2020(2)		M		1,372.22(2)	A	(2)	57,562.13	D
Common Shares	03/29/2020		F		419.9	D	$71.87	57,142.23	D
Common Shares								25,987.983(3)	I	KSOP
Common Shares								4,687.965	I	C. Daniel DeLawder Managing Agency Account
Common Shares								50,232	I	Diane S., spouse

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
PBRSUs	(1)(4)	03/27/2020(1)(4)		A		1,311.11		(1)(4)	(1)(4)	Common Shares	1,311.11	$0	2,683.33	D
PBRSUs	(5)	03/29/2020(5)		M			1,372.22	(5)	(5)	Common Shares	1,372.22	$0	1,311.11	D

Explanation of Responses:

1. Effective March 27, 2020 (the "2017 PBRSU Certification Date"), the Executive Committee of the Board of Directors of Park National Corporation ("Park") certified the level of achievement with respect to the performance criteria for the three-fiscal-year performance period applicable to performance-based restricted stock units ("PBRSUs") granted to the reporting person effective January 1, 2017. The PBRSUs convert into Park common shares on a one-for-one basis. The PBRSUs earned based on the performance level achieved are also subject to a service-based vesting requirement with 50% vesting (resulting in the right to receive the 1,311.11 common shares shown in the first row in Table I) on the 2017 PBRSU Certification Date and the other 50% to vest on the first anniversary of the 2017 PBRSU Certification Date (shown in the first row in Table II as a derivative security).

2. These common shares of Park were acquired upon the satisfaction of a service-based vesting requirement whereby PBRSUs were converted into Park common shares on a one-for-one basis.

3. Between January 1 and March 31, 2020, the reporting person acquired 810.883 common shares under the Park National Corporation Employees Stock Ownership Plan (the "KSOP"). The information in this report is based on a plan statement dated as of March 31, 2020.

4. These PBRSUs were earned based on the performance level achieved as described in footnote (1) and are also subject to service-based vesting pursuant to which they are to vest on the first anniversary of the 2017 PBRSU Certification Date. Each PBRSU represents the right to receive one Park common share upon satisfaction of the service-based vesting requirement.

5. These PBRSUs converted into Park common shares on a one-for-one basis upon satisfaction of a service-based vesting requirement on March 29, 2020.

Remarks:

	/s/ C. Daniel DeLawder by Brady T. Burt, POA	03/31/2020
	** Signature of Reporting Person	Date
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