Matthew R. Miller - Mar 31, 2023 Form 4/A - Amendment Insider Report for PARK NATIONAL CORP /OH/ (PRK)

Role: President, Director
Signature: /s/ Brady T. Burt, Attorney-in-Fact for Matthew R. Miller
Stock symbol: PRK
Transactions as of: Mar 31, 2023
Transactions value $: -$144,028
Form type: 4/A - Amendment
Date filed: 5/4/2023, 05:15 PM
Date Of Original Report: Apr 4, 2023
Previous filing: Feb 8, 2023
Next filing: Feb 13, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRK	Common Shares	Award		+1.52K			1.52K	Mar 31, 2023	Direct	F1
transaction	PRK	Common Shares	Tax liability	-$83.1K	-701	-46.17%	$118.57	818	Mar 31, 2023	Direct	F2
transaction	PRK	Common Shares	Options Exercise		+1.11K	+136.07%		1.93K	Mar 31, 2023	Direct	F3
transaction	PRK	Common Shares	Tax liability	-$60.9K	-514	-26.61%	$118.57	1.42K	Mar 31, 2023	Direct	F2
transaction	PRK	Common Shares	Other		-1.42K	-100%		0	Apr 28, 2023	Direct	F4
transaction	PRK	Common Shares	Other		+1.42K	+27.46%		6.57K	Apr 28, 2023	Matthew R. Miller Managing Agency Account	F4
holding	PRK	Common Shares						5.16K	Mar 31, 2023	Matthew R. Miller Managing Agency Account
holding	PRK	Common Shares						4.53K	Mar 31, 2023	KSOP	F5

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		-1.11K	-100%		0	Mar 31, 2023	Common Shares	1.11K		Direct	F3
transaction	PRK	PBRSUs	Award		+1.52K			1.52K	Mar 31, 2023	Common Shares	1.52K		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, 2023 (the "2020 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, 2020. 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 1,518.75 common shares shown in the first row in Table I) on the 2020 PBRSU Certification Date and the other 50% to vest on the first anniversary of the 2020 PBRSU Certification Date (shown in the second row in Table II as a derivative security).
F2	In the April 4, 2023 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, 2023.
F4	Reflects the transfer in April 2023 of 1,416.542 common shares of Park, 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, 2023, the reporting person acquired 116.458 common shares under the Park National Corporation Employees Stock Ownership Plan (the "KSOP"). The information in this report is based on a KSOP plan statement dated as of March 31, 2023.