SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ONEILL ROBERT E

(Last) (First) (Middle)
50 N. THIRD STREET

(Street)
NEWARK OH 43055

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PARK NATIONAL CORP /OH/ [ PRK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 11/13/2014 J(1) 18.3 D(1) $0 0 I Moundvest Investment Club(1)
Common Shares 04/30/2015 G(2) V 500 D(2) $0 500 I Robert E. O'Neill Managing Agency(2)
Common Shares 04/30/2015 J(3) V 500 D(3) $0 0 I Robert E. O'Neill Managing Agency(3)
Common Shares 04/30/2015 G(2) V 500 A(2) $0 500 I Alexa Robinson-O'Neill (spouse) Managing Agency Account(2)
Common Shares 04/30/2015 J(3) V 500 A(3) $0 4,141.6262 I Through DRIP(3)
Common Shares 2,080 D
Common Shares 24,748 I By John J. O'Neill Living Trust(4)
Common Shares 21,458 I By John J. O'Neill Investment Trust(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reporting person withdrew from participation in Moundvest Investment Club and, as a result, no longer has beneficial ownership of any of the common shares held by this partnership.
2. This transaction involved a gift of common shares by the reporting person to his spouse, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the common shares held by his spouse as to which common shares the reporting person has no voting or investment power, and this report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's common shares for purposes of Section 16 or for any other purpose.
3. This transaction involved a transfer of common shares from the reporting person's managing agency account to the reporting person's account under the Park National Corporation Dividend Reinvestment Plan (the "DRIP").
4. The reporting person became a successor co-trustee of the John J. O'Neill Living Trust (the "JJO Living Trust") upon the death of his father on November 16, 2014. The reporting person and members of his immediate family are among the beneficiaries of the JJO Living Trust. The reporting person disclaims beneficial ownership of the common shares held by the JJO Living Trust except to the extent of his pecuniary interest therein. The number of common shares reported reflects the number of common shares held by the JJO Living Trust on May 7, 2015.
5. The reporting person became a successor co-trustee of the John J. O'Neill Investment Trust (the "JJO Investment Trust") upon the death of his father on November 16, 2014. Members of his immediate family are among the beneficiaries of the JJO Investment Trust. The reporting person disclaims beneficial ownership of the common shares held by the JJO Investment Trust except to the extent of his pecuniary interest therein, if any. The number of common shares reported reflects the number of common shares held by the JJO Investment Trust on May 7, 2015.
Remarks:
/s/Robert E. O'Neill by Brady T. Burt, POA 05/07/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.