Matthew R. Miller - Mar 31, 2022 Form 4/A - Amendment Insider Report for PARK NATIONAL CORP /OH/ (PRK)

Signature
/s/ Brady T. Burt, Attorney-in-Fact for Matthew R. Miller
Stock symbol
PRK
Transactions as of
Mar 31, 2022
Transactions value $
-$118,855
Form type
4/A - Amendment
Date filed
5/23/2022, 12:04 PM
Date Of Original Report
Apr 4, 2022
Previous filing
Feb 10, 2022
Next filing
Feb 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRK Common Shares Award +1.11K 1.11K Mar 31, 2022 Direct F1
transaction PRK Common Shares Tax liability -$67.4K -513 -46.1% $131.38 600 Mar 31, 2022 Direct F2
transaction PRK Common Shares Options Exercise +850 +141.75% 1.45K Mar 31, 2022 Direct F3
transaction PRK Common Shares Tax liability -$51.5K -392 -27.03% $131.38 1.06K Mar 31, 2022 Direct F2
transaction PRK Common Shares Other $0 -1.06K -100% $0.00* 0 Apr 29, 2022 Direct F4
transaction PRK Common Shares Other $0 +1.06K +26.34% $0.00 5.07K Apr 29, 2022 Matthew R. Miller Managing Agency Account F4
holding PRK Common Shares 4.02K Mar 31, 2022 Matthew R. Miller Managing Agency Account F5
holding PRK Common Shares 4.13K Mar 31, 2022 KSOP F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PRK PBRSUs Options Exercise -850 -100% 0 Mar 31, 2022 Common Shares 850 Direct F3
transaction PRK PBRSUs Award +1.11K 1.11K Mar 31, 2022 Common Shares 1.11K Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Effective March 31, 2022 (the "2019 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, 2019. 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 1,112.50 common shares shown in the first row in Table I) on the 2019 PBRSU Certification Date and the other 50% to vest on the first anniversary of the 2019 PBRSU Certification Date (shown in the second row in Table II as a derivative security).
F2 In the April 4, 2022 Form 4, an estimated number of Park common shares was reported as being withheld by Park in order to satisfy the tax withholding obligations of the reporting person that arose upon the vesting of the PBRSUs which were not subject to the service-based vesting requirement described in footnote (1) and the vesting of the PBRSUs that had been subject to the service-based vesting requirement described in footnote (3), as applicable. This amendment reports the correct number of common shares withheld.
F3 These PBRSUs converted into Park common shares on a one-for-one basis upon satisfaction of a service-based vesting requirement on March 31, 2022.
F4 Reflects the transfer in April 2022 of 1,057.834 Park common shares, previously beneficially owned directly by the reporting person, to the Matthew R. Miller Managing Agency Account, where they are now beneficially owned indirectly.
F5 Between January 1 and March 31, 2022, the reporting person acquired 30.674 common shares through the election of dividend reinvestment with respect to common shares held in the Matthew R. Miller Managing Agency Account (the reinvestment terms of which are substantially similar to those of Park's Dividend Reinvestment Plan). The information in this report is based on a plan statement dated as of March 31, 2022.
F6 Between January 1 and March 31, 2022, the reporting person acquired 103.046 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, 2022.