Sec Form 4 Filing - ONEILL ROBERT E @ PARK NATIONAL CORP /OH/ - 2017-11-14

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 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

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1. Name and Address of Reporting Person ONEILL ROBERT E 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 (MM/DD/YY) 11/14/2017 (Street) NEWARK, OH43055 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/17/2017 G V 4,290 D $ 0 0 I By John J. O'Neill Investment Trust ( 1 ) Common Shares 07/17/2017 G V 342 A $ 0 19,842 I By John J. O'Neill Living Trust ( 2 ) Common Shares 11/10/2017 G V 19,842 D $ 0 0 I By John J. O'Neill Living Trust ( 2 ) Common Shares 11/10/2017 G V 3,968 A $ 0 3,968 I Robert E. O'Neill Managing Agency Common Shares 11/14/2017( 3 ) J 3,600 ( 3 ) D 368 I Robert E. O'Neill Managing Agency Common Shares 11/14/2017( 3 ) J 3,600 ( 3 ) A 7,330 D Common Shares 4,382.2622 I Through DRIP Common Shares 1,000 I By John J. O'Neill Irrevocable Living Trust FBO Alex O'Neill ( 4 ) Common Shares 1,000 I By John J. O'Neill Irrevocable Living Trust FBO Ellen 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ONEILL ROBERT E 50 N. THIRD STREET NEWARK, OH43055 X Signatures /s/ Robert E. O'Neill by Brady T. Burt, POA 11/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person became a successor co-trustee of the John J. O'Neill Investment Trust (the "JJO Investment Trust") upon the death of his father on November 16, 2014. Members of his immediate family are among the beneficiaries of the JJO Investment Trust. The reporting person disclaimed beneficial ownership of the Issuer's common shares held by the JJO Investment Trust prior to the distribution thereof in accordance with the terms of the JJO Investment Trust, except to the extent of his pecuniary interest therein, if any. ( 2 )The reporting person became a successor co-trustee of the John J. O'Neill Living Trust (the "JJO Living Trust") upon the death of his father on November 16, 2014. The reporting person and members of his immediate family are among the beneficiaries of the JJO Living Trust. The reporting person disclaimed beneficial ownership of the Issuer's common shares held by the JJO Living Trust, prior to the distribution thereof in accordance with the terms of the JJO Living Trust, except to the extent of his pecuniary interest therein, if any. ( 3 )Includes 3,600 of the Issuer's common shares previously owned indirectly by the reporting person through the Robert E. O'Neill Managing Agency Account which were transferred on November 14, 2017 to the reporting person's directly owned common shares. ( 4 )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 Issuer's 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 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 Issuer's 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.

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).

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