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Form 5 PARK NATIONAL CORP /OH/ For: Dec 31 Filed by: RAMSER MARK R

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February 8, 2023 3:17 PM EST
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2014
Estimated average burden
hours per response: 1.0
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person *
RAMSER MARK R
(Last) (First) (Middle)
50 N. THIRD STREET
(Street)
NEWARK OH 43055
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Shares             4,498.173 (1) D  
Common Shares             2,190.8308 (2) I By Mark Ramser's IRA, Self-Directed Non-deductible
Common Shares             5,465.9262 (2) I By Mark Ramser's IRA, Self-Directed
Common Shares             11,465 I By Denise M. Ramser (spouse)
Common Shares             1,318.6972 (3) I By Denise Ramser's IRA, Self-Directed non-deductible
Common Shares             2,891.336 (3) I By Denise Ramser's IRA, Self-Directed
Common Shares 08/23/2022   G 578 (4) D $ 0 1,155 (4) I As Trustee of R.E. Ramser Trust FBO Elizabeth Ramser Jaime
Common Shares             4,283 I As Trustee of R.E. Ramser Trust FBO Hayley Ramser
Common Shares             2,484 I As Trustee of R.E. Ramser Trust FBO Russell Ramser
Common Shares             3,421 I By Ramser FLP Inc. (5)
Common Shares             25,416 I By Ramser FLP Ltd. (6)
Common Shares             15,453 I By Ramser Arboretum (7)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes an aggregate of 2.0403 common shares of Park National Corporation ("Park") acquired in the reporting person's account through the dividend reinvestment plan maintained for Park shareholders since the most recent reportable transaction date of October 24, 2022 through the remainder of the fiscal year ended December 31, 2022.
2. Includes an aggregate of 83.4647 common shares of Park acquired in the reporting person's two IRA accounts (23.8818 in the Self-Directed, Non-deductible IRA and 59.5829 in the Self-Directed IRA) through the dividend reinvestment plan maintained for Park shareholders since the most recent reportable transaction date of October 24, 2022 through the remainder of the fiscal year ending December 31, 2022.
3. Includes an aggregate of 45.8927 common shares of Park acquired in the reporting person's spouse's two IRA accounts (14.3749 in the Self-Directed, Non-deductible IRA and 31.5178 in the Self-Directed IRA) through the dividend reinvestment plan maintained for Park shareholders since the most recent reportable transaction date of October 24, 2022 through the remainder of the fiscal year ending December 31, 2022.
4. Reflects the distribution in accordance with the terms of the R.E. Ramser Trust FBO Elizabeth Ramser Jaime (the "Trust") of 578 common shares of Park, reflecting the functional equivalent of a gift to the ultimate beneficiary upon completion of such distribution. These 578 common shares of Park had previously been beneficially owned indirectly by the reporting person as trustee of the Trust. As a result of the distribution described above, the reporting person no longer has any pecuniary interest in these 578 common shares.
5. The reporting person is co-owner of Ramser FLP Inc. (owning 50% thereof). The common shares reported are those owned by Ramser FLP Inc. directly. In his capacity as a co-owner, the reporting person has shared voting and investment power over the common shares held by Ramser FLP Inc. The reporting person disclaims beneficial ownership of the reported common shares except to the extent of his pecuniary interest therein.
6. The reporting person is co-owner of Ramser FLP Ltd. (owning 47.5% thereof). In his capacity as a co-owner, the reporting person has shared voting and investment power over the common shares held by Ramser FLP Ltd. The reporting person disclaims beneficial ownership of the reported common shares except to the extent of his pecuniary interest therein.
7. The reporting person is Secretary and Treasurer of Ramser Arboretum and is one of two individuals who currently share voting and investment power over the common shares held by Ramser Arboretum. The reporting person disclaims any pecuniary interest in these common shares since Ramser Arboretum is a 501(c)(3) private charitable operating foundation.
/s/ Brady T. Burt, Attorney-in-Fact for Mark R. Ramser 02/08/2023
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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