| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PARK NATIONAL CORP /OH/ [ PRK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 163.89(1) | A | (1) | 163.89 | D | |||
| Common Shares | 03/27/2020 | F | 58.43 | D | $71.87 | 105.46 | D | |||
| Common Shares | 03/29/2020(2) | M | 137.22(2) | A | (2) | 242.68 | D | |||
| Common Shares | 03/29/2020 | F | 48.92 | D | $71.87 | 193.76 | D | |||
| Common Shares | 88.3 | I | Kelly Herreman Managing Agency Account | |||||||
| Common Shares | 1,130.814(3) | I | KSOP | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 163.89 | (1)(4) | (1)(4) | Common Shares | 163.89 | $0 | 301.11 | D | ||||
| PBRSUs | (5) | 03/29/2020(5) | M | 137.22 | (5) | (5) | Common Shares | 137.22 | $0 | 163.89 | 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 163.89 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 91.412 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/ Kelly A. Herreman by Brady T. Burt, POA | 03/31/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
