Sec Form 4 Filing - TRAUTMAN DAVID L @ PARK NATIONAL CORP /OH/ - 2021-03-31

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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
TRAUTMAN DAVID L
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
X __ Officer (give title below) _____ Other (specify below)
Chairman of the Board & CEO
(Last) (First) (Middle)
50 N. THIRD STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2021
(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 03/31/2021( 1 ) A 1,328.13 ( 1 ) A 30,334.62 D
Common Shares 03/31/2021 F 403.09 D $ 129.3 29,931.53 D
Common Shares 16,285.92 ( 2 ) I KSOP
Common Shares 7,296.901 I David L. Trautman Managing Agency Account
Common Shares 13,230 I Joan Y., spouse
Common Shares 822 I Joan Y., Rollover Plan
Common Shares 346 I Joan Y., beneficiary of The James J. Young Inherited IRA
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
PBRSUs ( 1 ) ( 3 ) 03/31/2021 A 1,328.13 ( 1 )( 3 ) ( 1 )( 3 ) Common Shares 1,328.13 $ 0 1,328.13 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TRAUTMAN DAVID L
50 N. THIRD STREET
NEWARK, OH43055
X Chairman of the Board & CEO
Signatures
/s/ David L. Trautman by Brady T. Burt, POA 04/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective March 31, 2021 (the "2018 PBRSU Certification Date"), the Executive Committee of the Board of Directors of Park National Corporation ("Park") certified the level of achievement with respect to the performance criteria for the three-fiscal-year performance period applicable to performance-based restricted stock units ("PBRSUs") granted to the reporting person effective January 1, 2018. The PBRSUs convert into Park common shares on a one-for-one basis. The PBRSUs earned based on the performance level achieved are also subject to a service-based vesting requirement with 50% vesting (resulting in the right to receive the 1,328.13 common shares shown in the first row in Table I) on the 2018 PBRSU Certification Date and the other 50% to vest on the first anniversary of the 2018 PBRSU Certification Date (shown in the first row in Table II as a derivative security).
( 2 )Between January 1 and March 31, 2021, the reporting person acquired 353.829 common shares of Park under the Park National Corporation Employees Stock Ownership Plan (the "KSOP"). The information in this report is based on a plan statement dated as of March 31, 2021.
( 3 )These PBRSUs were earned based on the performance level achieved as described in footnote (1) and are also subject to service-based vesting pursuant to which they are to vest on the first anniversary of the 2018 PBRSU Certification Date. Each PBRSU represents the right to receive one Park common share upon satisfaction of the service-based vesting requirement.

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