Matthew R. Miller - 31 Mar 2024 Form 4/A Insider Report for PARK NATIONAL CORP /OH/ (PRK)

Signature
/s/ Brady T. Burt, Attorney-in-Fact for Matthew R. Miller
Issuer symbol
PRK
Transactions as of
31 Mar 2024
Net transactions value
-$199,171
Form type
4/A
Filing time
19 Apr 2024, 16:49:35 UTC
Date Of Original Report
02 Apr 2024
Previous filing
13 Feb 2024
Next filing
02 Apr 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRK Common Shares Award +1,688 1,688 31 Mar 2024 Direct F1
transaction PRK Common Shares Tax liability $104,829 -772 -46% $135.85 916 31 Mar 2024 Direct F2
transaction PRK Common Shares Options Exercise +1,519 +166% 2,435 31 Mar 2024 Direct F3
transaction PRK Common Shares Tax liability $94,342 -694 -29% $135.85 1,740 31 Mar 2024 Direct F2
transaction PRK Common Shares Other -1,740 -100% 0 11 Apr 2024 Direct F4
transaction PRK Common Shares Other +1,740 +26% 8,315 11 Apr 2024 Matthew R. Miller Managing Agency Account F4
holding PRK Common Shares 5,009 31 Mar 2024 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 -1,519 -100% 0 31 Mar 2024 Common Shares 1,519 Direct F3
transaction PRK PBRSUs Award +1,688 1,688 31 Mar 2024 Common Shares 1,688 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, 2024 (the "2021 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, 2021. 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 1,687.50 common shares shown in the first row in Table I) on the 2021 PBRSU Certification Date and the other 50% to vest on the first anniversary of the 2021 PBRSU Certification Date (shown in the second row in Table II as a derivative security).
F2 In the April 2, 2024 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 common shares of Park National Corporation on a one-for-one basis upon satisfaction of a service-based vesting requirement on March 31, 2024.
F4 Reflects the transfer in April 2024 of 1,740.141 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, 2024, the reporting person acquired 113.831 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, 2024.