Sec Form 5 Filing - DELAWDER DAN @ PARK NATIONAL CORP /OH/ - 2021-12-31

FORM 5 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 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 (MM/DD/YY) 12/31/2021 (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 56,507( 1 ) D Common Shares 27,347.804( 1 )( 2 ) I KSOP( 1 )( 2 ) Common Shares 8,199.962( 3 ) I C. Daniel DeLawder Managing Agency Account( 3 ) Common Shares 50,232 I Diane S., spouse

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 ( 4 ) ( 4 ) ( 4 ) Common Shares 1,062.5 1,062.5 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DELAWDER DAN 50 N. THIRD STREET NEWARK, OH43055 X Signatures /s/ Brady T. Burt, Attorney-in-Fact for C. Daniel DeLawder 02/10/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the transfer of 777 common shares of Park National Corporation ("Park") from being held and beneficially owned indirectly through the reporting person's account under the Park National Corporation Employees Stock Ownership Plan (the "KSOP") to being held and beneficially owned directly by the reporting person as a result of the reporting person receiving a required minimum distribution from the KSOP on Nov. 30, 2021. ( 2 )Includes 255.045 common shares of Park acquired by the reporting person within the KSOP since the most recent reportable transaction date of October 25, 2021 through the remainder of the fiscal year ended December 31, 2021. ( 3 )The number shown in this Form 5 compared to the reporting person's Form 4 dated Oct. 25, 2021, which reported 8,199.953 common shares, reflects the addition of 0.009 common share of Park for the correct total of 8,199.962 common shares beneficially owned indirectly in the C. Daniel DeLawder Managing Agency Account. ( 4 )These performance-based restricted stock units ("PBRSUs") convert into Park common shares on a one-for-one basis upon satisfaction of a service-based vesting requirement pursuant to which they are to vest on March 31, 2022.

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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