Park National (PRK) Form 4 PARK NATIONAL / MARK R RAMSER 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^*

RAMSER MARK R

(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)
10/23/2023

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	10/23/2023		A		428(1)	A	$93.6	4,931.6747(2)	D
Common Shares								2,255.2278(3)	I	By Mark Ramser's IRA, Self-Directed Non-deductible
Common Shares								5,626.5908(3)	I	By Mark Ramser's IRA, Self-Directed
Common Shares								11,465	I	By Denise M. Ramser (spouse)
Common Shares								1,357.4588(4)	I	By Denise Ramser's IRA, Self-Directed non-deductible
Common Shares								2,976.3234(4)	I	By Denise Ramser's IRA, Self-Directed
Common Shares								1,155	I	As Trustee of R.E. Ramser Trust FBO Elizabeth Ramser Jaime
Common Shares								4,283	I	As Trustee of R.E. Ramser Trust FBO Hayley Ramser
Common Shares								2,484	I	As Trustee of R.E. Ramser Trust FBO Russell Ramser
Common Shares								3,421	I	By Ramser FLP Inc.(5)
Common Shares								25,416	I	By Ramser FLP Ltd.(6)
Common Shares								15,453	I	By Ramser Arboretum(7)

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

Explanation of Responses:

1. Common shares of Park National Corporation ("Park") were awarded pursuant to and in accordance with the terms of the Park National Corporation 2017 Long-Term Incentive Plan for Non-Employee Directors (the "2017 Non-Employee Directors LTIP").

2. Includes an aggregate of 5.5017 common shares of Park held in the reporting person's account under the Park National Corporation Dividend Reinvestment Plan (the "DRIP") which were acquired since December 31, 2022 through the date of this filing.

3. Includes an aggregate of 225.0616 common shares of Park held in the reporting person's two IRA accounts (64.3970 in the Self-Directed, Non-deductible IRA and 160.6646 in the Self-Directed IRA) under the DRIP which were acquired since the most recent reportable transaction date of December 31, 2022 through the date of this filing.

4. Includes an aggregate of 123.7490 common shares of Park held in the reporting person's spouse's two IRA accounts (38.7616 in the Self-Directed, Non-deductible IRA and 84.9874 in the Self-Directed IRA) under the DRIP which were acquired since the most recent reportable transaction date of December 31, 2022 through the date of this filing.

5. The reporting person is co-owner of Ramser FLP Inc. (owning 50% thereof). The common shares reported are those owned by Ramser FLP Inc. directly. In his capacity as a co-owner, the reporting person has shared voting and investment power over the common shares held by Ramser FLP Inc. The reporting person disclaims beneficial ownership of the reported common shares except to the extent of his pecuniary interest therein.

6. The reporting person is co-owner of Ramser FLP Ltd. (owning 47.5% thereof). In his capacity as a co-owner, the reporting person has shared voting and investment power over the common shares held by Ramser FLP Ltd. The reporting person disclaims beneficial ownership of the reported common shares except to the extent of his pecuniary interest therein.

7. The reporting person is Secretary and Treasurer of Ramser Arboretum and is one of two individuals who currently share voting and investment power over the common shares held by Ramser Arboretum. The reporting person disclaims any pecuniary interest in these common shares since Ramser Arboretum is a 501(c)(3) private charitable operating foundation.

Remarks:

	/s/ Brady T. Burt, Attorney-in-Fact for Mark R. Ramser	10/25/2023
	** 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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