SEC FORM 5

SEC FORM 5 SEC Form 5

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

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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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ONEILL ROBERT E

(Last)

(First)

(Middle)

50 N. THIRD STREET

(Street)

NEWARK

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares							12,204.1329⁽¹⁾	D
Common Shares							6,000	I	Alexa Robinson-O'Neill (spouse) Managing Agency Account⁽²⁾
Common Shares							1,000	I	By John J. O'Neill Irrevocable Living Trust FBO Alex O'Neill⁽³⁾
Common Shares							1,000	I	By John J. O'Neill Irrevocable Living Trust FBO Ellen O'Neill⁽⁴⁾
Common Shares							5,000	I	By Southgate Company Limited Partnership Custodial Agency⁽⁵⁾

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The number of common shares reported as beneficially owned differs due to shares acquired under Park National Corporation's ("Park") dividend reinvestment plan.

2. The reporting person disclaims beneficial ownership of these common shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these common shares for purposes of Section 16 of the Securities Exchange of Act of 1934 or for any other purpose.

3. The reporting person is a co-trustee of the John J. O'Neill Irrevocable Living Trust FBO Alex O'Neill. A member of the reporting person's immediate family is the beneficiary of this trust. The reporting person disclaims beneficial ownership of the Issuer's common shares in which he does not have a pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such Park common shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

4. The reporting person is a co-trustee of the John J. O'Neill Irrevocable Living Trust FBO Ellen O'Neill. A member of the reporting person's immediate family is the beneficiary of this trust. The reporting person disclaims beneficial ownership of the Park common shares in which he does not have a pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such Park common shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

5. The reporting person is President of Southgate Corporation, which corporation is the general partner of Southgate Company Limited Partnership. The reporting person disclaims beneficial ownership of the Park common shares held in an agency account for Southgate Company Limited Partnership, in which he does not have a pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these Park common shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

Remarks:

	/s/ Brady T. Burt, Attorney-in-Fact for Robert E. O'Neill	02/13/2024
	** 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).
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