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*
ONEILL ROBERT E

(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 450(1) A $94.79 8,680 D
Common Shares 6,056.8032 I Through DRIP(2)
Common Shares 5,000 I By Southgate Company Limited Partnership Custodial Agency(3)
Common Shares 1,000 I By John J. O'Neill Irrevocable Living Trust FBO Ellen O'Neill(4)
Common Shares 1,000 I By John J. O'Neill Irrevocable Living Trust FBO Alex O'Neill(5)
Common Shares 500 I Alexa Robinson-O'Neill (spouse) Managing Agency Account(6)
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 346.1715 common shares of Park National Corporation ("Park") held in the reporting person's account under the Park National Corporation Dividend Reinvestment Plan (the "DRIP") which were acquired since the most recent reportable transaction date of March 12, 2020.
3. The reporting person is President of Southgate Corporation, which corporation is the general partner of Southgate Company Limited Partnership. The reporting person disclaims beneficial ownership of the Park common shares held in an agency account for Southgate Company Limited Partnership, in which he does not have a pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these Park common shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
4. The reporting person is a co-trustee of the John J. O'Neill Irrevocable Living Trust FBO Ellen O'Neill. A member of the reporting person's immediate family is the beneficiary of this trust. The reporting person disclaims beneficial ownership the Park common shares in which he does not have a pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such Park common shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
5. The reporting person is a co-trustee of the John J. O'Neill Irrevocable Living Trust FBO Alex O'Neill. A member of the reporting person's immediate family is the beneficiary of this trust. The reporting person disclaims beneficial ownership of the Park common shares in which he does not have a pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such Park common shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
6. The reporting person disclaims beneficial ownership of these common shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these common shares for purposes of Section 16 of the Securities Exchange of Act of 1934 or for any other purpose.
Remarks:
/s/ Robert E. O'Neill 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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