SEC Form 4/A · accession 0000805676-17-000123

· PRK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Dan Delawder

Officer — Chairman of the Board · Director

Period of report

Mar 31, 2017

Accepted (ET)

Nov 1, 2017 · 3:37 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000805676

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares^F1	Mar 31, 2017	A	1,372	—	A	56,652	D
Common Shares	Mar 31, 2017	F	447	$105.20	D	56,205	D
Common Shares^F2	Apr 4, 2017	J	925	—	D	55,280	D
Common Shares^F2	Apr 4, 2017	J	925	—	A	925	I	C. Daniel DeLawder Managing Agency Account
Common Shares^F3	Mar 31, 2017	J	410	—	A	22,040	I	KSOP
Common Shares	holding	—	—		—	50,232	I	Diane S., spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
PBRSUs^F1,F4	—	Mar 31, 2017	A	1,372	A	—	—	Common Shares	1,372	1,372	D

Explanation of responses

F1On March 31, 2017 (the "Certification Date"), the Compensation 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 on January 24, 2014. 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 service-based vesting with 50% vesting (resulting in the right to receive the 1,372.22 common shares shown on the first line in Table I) on the Certification Date and the other 50% to vest on the first anniversary of the Certification Date (shown in Table II as a derivative security).
F2Includes 924.825 common shares previously owned directly by the reporting person which were transferred on April 4, 2017 to the C. Daniel DeLawder Managing Agency Account.
F3Between January 1 and March 31, 2017, the reporting person acquired 409.688 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, 2017.
F4These PBRSUs were earned based on the performance level achieved as described in footnote 1 and are also subject to service-based vesting pursuant to which they are to vest on the first anniversary of the Certification Date. Each PBRSU represents the right to receive one Park common share upon satisfaction of the service-based vesting requirement.