PARK NATIONAL CORP /OH/ — Director's Dealing 2021

Apr 12, 2021

SEC Form 4/A — Form 4/A

Issuer: PARK NATIONAL CORP /OH/ (PRK)
CIK: 0000805676
Period of Report: 2021-03-31

Reporting Person: TRAUTMAN DAVID L (Director, Chairman of the Board & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-31	Common Shares	A	1328.13	—	Acquired	30334.62	Direct
2021-03-31	Common Shares	F	403.08	$129.30	Disposed	29931.54	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-31	PBRSUs	$	A	1328.13	Acquired		Common Shares (1328.13)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	16285.92	Indirect
Common Shares	7296.901	Indirect
Common Shares	13230	Indirect
Common Shares	822	Indirect
Common Shares	346	Indirect

Footnotes

F1: 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).

F2: On April 2, 2021, the reporting person filed a Form 4 which reported an estimated number of common shares as being withheld by Park National Corporation in order to satisfy the tax withholding obligations that arose upon the vesting of the PBRSUs. This amendment reports the correct number of common shares withheld.

F3: 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.

F4: 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.