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Form 4 PARK NATIONAL CORP /OH/ For: Mar 31 Filed by: Burt Brady T

April 2, 2018 3:36 PM
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Burt Brady T
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2018
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 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 03/31/2018 (1) M 514.58 (1) A (1) 514.58 D
Common Shares 03/31/2018 (2) A 669.44 (2) A (2) 1,184.02 D
Common Shares 03/31/2018 F 350.46 D $ 103.76 833.56 D
Common Shares 03/31/2018 (3) J 833.56 (3) D (3) 0 D
Common Shares 03/31/2018 (3) J 833.56 (3) A (3) 1,180.369 I Brady T. Burt Managing Agency Account
Common Shares 4,869.844 (4) I KSOP
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
PBRSUs (5) 03/31/2018 (5) M 514.58 (5) (5) Common Shares 514.58 $ 0 0 D
PBRSUs (2) (6) 03/31/2018 (2) (6) A 669.44 (2) (6) (2) (6) Common Shares 669.44 $ 0 669.44 D
Explanation of Responses:
1. These common shares of Park National Corporation ("Park") were acquired upon the satisfaction of a service-based vesting requirement whereby performance-based restricted stock units ("PBRSUs") were converted into Park common shares on a one-for-one basis.
2. Effective March 31, 2018 (the "2015 PBRSU Certification Date"), the Compensation Committee of the Board of Directors of Park certified the level of achievement with respect to the performance criteria for the three-fiscal-year performance period applicable to PBRSUs granted to the reporting person effective January 2, 2015. 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 669.44 common shares shown in the second row in Table I) on the 2015 PBRSU Certification Date and the other 50% to vest on the first anniversary of the 2015 PBRSU Certification Date (shown in the second row in Table II as a derivative security).
3. Includes 833.56 common shares of Park, previously owned directly by the reporting person, which were transferred on March 31, 2018 to the Brady T. Burt Managing Agency Account.
4. Between January 1 and March 31, 2018, the reporting person acquired 146.497 common shares 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, 2018.
5. These PBRSUs converted into Park common shares on a one-for-one basis upon satisfaction of a service-based vesting requirement pursuant on March 31, 2018.
6. These PBRSUs were earned based on the performance level achieved as described in footnote (2) and are also subject to service-based vesting pursuant to which they are to vest on the first anniversary of the 2015 PBRSU Certification Date. Each PBRSU represents the right to receive one Park common share upon satisfaction of the service-based vesting requirement.
/s/ Brady T. Burt 04/02/2018
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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