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)
10/26/2020
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 10/26/2020 A 400(1) A $94.79 4,701 D
Common Shares 5,044.164(2) I By Mark Ramser's IRA, Self-Directed
Common Shares 2,021.7825(2) I By Mark Ramser's IRA, Self-Directed Non-deductible
Common Shares 16,465 I By Denise M. Ramser (spouse)
Common Shares 2,668.2342(3) I By Denise Ramser's IRA, Self-Directed
Common Shares 1,216.9437(3) I By Denise Ramser's IRA, Self-Directed non-deductible
Common Shares 1,733 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 4,278 I As Co-Trustee of Russell E. Ramser Jr. Trust UAD 12/28/90
Common Shares 3,421(4) I By Ramser FLP Inc.
Common Shares 25,416(5) I By Ramser FLP Ltd.
Common Shares 15,453(6) I By Ramser Arboretum
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 were awarded automatically 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 50.0584 common shares of Park National Corporation ("Park") held in the reporting person's two IRA accounts (1.0703 in the Self-Directed IRA and 48.9881 in the Self-Directed, Non-deductible IRA) under the Park National Corporation Dividend Reinvestment Plan (the "DRIP") which were acquired since the most recent reportable transaction date of March 12, 2020 through the date of this filing.
3. Includes an aggregate of 94.1388 common shares of Park held in the reporting person's spouse's two IRA accounts (64.6519 in the Self-Directed IRA and 29.4869 in the Self-Directed, Non-deductible IRA) under the DRIP which were acquired since the most recent reportable transaction date of March 12, 2020 through the date of this filing.
4. 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.
5. 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.
6. The reporting person is Secretary and Treasurer of Ramser Arboretum and is one of three 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/ Mark R. Ramser by Brady T. Burt, POA 10/27/2020
** 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).
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