SEC Form 4 · accession 0000805676-18-000063

· PRK

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

Reporting owner

Dan Delawder

Officer — Chairman of the Board · Director

Period of report

Mar 31, 2018

Accepted (ET)

Apr 2, 2018 · 3:36 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, 2018	M	1,372	—	A	56,652	D
Common Shares^F2	Mar 31, 2018	A	1,339	—	A	57,991	D
Common Shares	Mar 31, 2018	F	830	$103.76	D	57,162	D
Common Shares^F3	Mar 31, 2018	J	1,882	—	D	55,280	D
Common Shares^F3	Mar 31, 2018	J	1,882	—	A	2,806	I	C. Daniel DeLawder Managing Agency Account
Common Shares	holding	—	—		—	50,232	I	Diane S., spouse
Common Shares^F4	holding	—	—		—	23,124	I	KSOP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
PBRSUs^F5	—	Mar 31, 2018	M	1,372	D	Mar 31, 2018	—	Common Shares	1,372	0	D
PBRSUs^F2,F6	—	Mar 31, 2018	A	1,339	A	—	—	Common Shares	1,339	1,339	D

Explanation of responses

F1These common shares of Park National Corporation ("Park") were acquired upon the satisfaction of a service-based vesting requirement whereby performance-based restricted stock units ("PBRSUs") were converted into Park common shares on a one-for-one basis.
F2Effective March 31, 2018 (the "2015 PBRSU Certification Date"), the Compensation Committee of the Board of Directors of Park certified the level of achievement with respect to the performance criteria for the three-fiscal-year performance period applicable to PBRSUs granted to the reporting person effective January 2, 2015. 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 1,338.89 common shares shown in the second row in Table I) on the 2015 PBRSU Certification Date and the other 50% to vest on the first anniversary of the 2015 PBRSU Certification Date (shown in the second row in Table II as a derivative security).
F3Includes 1,881.57 common shares of Park, previously owned directly by the reporting person, which were transferred on March 31, 2018 to the C. Daniel DeLawder Managing Agency Account.
F4Between January 1 and March 31, 2018, the reporting person acquired 489.932 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, 2018.
F5These PBRSUs converted into Park common shares on a one-for-one basis upon satisfaction of a service-based vesting requirement pursuant on March 31, 2018.
F6These PBRSUs were earned based on the performance level achieved as described in footnote (2) and are also subject to service-based vesting pursuant to which they are to vest on the first anniversary of the 2015 PBRSU Certification Date. Each PBRSU represents the right to receive one Park common share upon satisfaction of the service-based vesting requirement.