Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

February 28, 2011

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DELAWDER DAN

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)

(Last)

(First)

(Middle)

50 N. THIRD STREET

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2024

(Street)

NEWARK, OH 43055

4. If Amendment, Date Original Filed (Month/Day/Year)
04/02/2024

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	03/31/2024		M		1,012.5 ⁽¹⁾	A	⁽¹⁾	60,772.5	D
Common Shares	03/31/2024		F		363.49 ⁽²⁾	D	$ 135.85	60,409.01 ⁽²⁾	D
Common Shares	04/11/2024		J⁽³⁾	V	649.01 ⁽³⁾	D	⁽³⁾	59,760 ⁽³⁾	D
Common Shares	04/11/2024		J⁽³⁾	V	649.01 ⁽³⁾	A	⁽³⁾	12,515.498 ⁽³⁾	I	C. Daniel DeLawder Managing Agency Account
Common Shares								27,323.029 ⁽⁴⁾	I	KSOP
Common Shares								50,232	I	Diane S., spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

PBRSUs

⁽¹⁾

03/31/2024

1,012.5

⁽¹⁾

Common Shares

1,012.5

⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DELAWDER DAN 50 N. THIRD STREET NEWARK, OH 43055	X

Signatures

/s/ Brady T. Burt, Attorney-in-Fact for C. Daniel DeLawder		04/19/2024
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These performance-based restricted stock units ("PBRSUs") converted into common shares of Park National Corporation ("Park") on a one-for-one basis upon satisfaction of a service-based vesting requirement on March 31, 2024.
(2)	Inadvertently, this transaction as an estimated amount was not reported on the April 2, 2024 Form 4. This amendment reports the correct number of common shares withheld by Park in order to satisfy the tax withholding obligations of the reporting person that arose upon the vesting of the PBRSU's that had been subject to the service-based vesting requirement described in footnote (1), as applicable.
(3)	Reflects the transfer in April 2024 of 649.01 common shares of Park, previously beneficially owned directly by the reporting person, to the C. Daniel DeLawder Managing Agency Account, where they are now beneficially owned indirectly.
(4)	Between January 1 and March 31, 2024, the reporting person acquired 220.425 common shares under the Park National Corporation Employees Stock Ownership Plan (the "KSOP"). The information in this report is based on a KSOP plan statement dated as of March 31, 2024.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.