8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 1, 2010 (October 30, 2010)

Park National Corporation

(Exact name of registrant as specified in its charter)

Ohio	1-13006	31-1179518
(State or other jurisdiction	(Commission	( IRS Employer
of incorporation)	File Number)	Identification No.)

50 North Third Street, P.O. Box 3500, Newark, Ohio	43058-3500
(Address of principal executive offices)	(Zip Code)

(740) 349-8451

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 – Other Events

On November 1, 2010, Park National Corporation (“Park”) issued a news release (the “News Release”) announcing the exercise of outstanding Series B Common Stock Warrants (the “Series B Warrants”) and the issuance of an aggregate of 187,200 common shares. Park received net proceeds from the exercise of such Series B Warrants in the aggregate amount of $12.3 million, net of the warrant solicitation fees payable to Rodman & Renshaw, LLC under the terms of the Letter Agreement, dated October 26, 2009, between Park and Rodman & Renshaw.

A copy of the News Release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. The common shares issued by Park upon the exercise of the Series B Warrants were issued pursuant to a prospectus supplement filed on October 28, 2009 with the SEC in connection with a takedown from Park’s Registration Statement on Form S-3 (Registration File No. 333-159454), which was declared effective by the SEC on May 22, 2009. Of the 250,000 common shares subject to the Series B Warrants issued pursuant to the October 28, 2009 prospectus supplement, 187,200 or 75% were acquired upon exercise of a portion of the Series B Warrants. The remaining portion of the Series B Warrants issued in October 2009 (covering 62,800 common shares) expired on October 30, 2010 and can no longer be exercised.

The form of Series B Common Share Warrant was included as Exhibit 4.1, and the Letter Agreement, dated October 26, 2009, between Park and Rodman & Renshaw was included as Exhibit 10.1, to the Current Report on Form 8-K filed on October 28, 2009 at 5:29 p.m., Eastern Time, by Park and each is incorporated herein by reference.

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Item 9.01 – Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.	Description
4.1	Form of Series B Common Share Warrants (incorporated herein by reference to Exhibit 4.1 to Park National Corporation’s Current Report on Form 8-K dated and filed on October 28, 2009 at 5:29 p.m., Eastern Time (File No. 1-13006) (“Park’s October 28, 2009 Form 8-K”))
10.1	Letter Agreement, dated October 26, 2009, between Park National Corporation and Rodman & Renshaw, LLC (incorporated herein by reference to Exhibit 10.1 to Park’s October 28, 2009 Form 8-K)
99.1	News Release issued by Park National Corporation on November 1, 2010 addressing the exercise of Series B Common Share Warrants

[Remainder of page intentionally left blank;

signature on following page.]

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PARK NATIONAL CORPORATION
Dated: November 1, 2010	By:	/s/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K

Dated November 1, 2010

Park National Corporation

Exhibit No.	Description
4.1	Form of Series B Common Share Warrants (incorporated herein by reference to Exhibit 4.1 to Park National Corporation’s Current Report on Form 8-K dated and filed on October 28, 2009 at 5:29 p.m., Eastern Time (File No. 1-13006) (“Park’s October 28, 2009 Form 8-K”))
10.1	Letter Agreement, dated October 26, 2009, between Park National Corporation and Rodman & Renshaw, LLC (incorporated herein by reference to Exhibit 10.1 to Park’s October 28, 2009 Form 8-K)
99.1	News Release issued by Park National Corporation on November 1, 2010 addressing the exercise of Series B Common Share Warrants

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EX-99.1

N e w s R e l e a s e

November 1, 2010 Exhibit 99.1

Park National Corporation announces completion

of Series B Common Share Warrant capital raise

NEWARK, Ohio—Park National Corporation (Park) (NYSE Amex: PRK) today announced that in the second, third and fourth quarters of 2010, investors holding outstanding Series B Common Share Warrants exercised a portion of the Warrants to purchase 187,200 common shares, generating net proceeds for Park of approximately $12.3 million (net of selling expenses). Park has raised $82.2 million from the sale of common shares (net of selling and administrative costs) since the second quarter of 2009.

The Warrants, which had a strike price of $67.75 per common share, represented 75 percent of the 250,000 common shares subject to the Series B Common Share Warrants Park issued in the registered direct offering which closed on October 30, 2009. The remaining portion of the Series B Common Share Warrants Park issued in October 2009 (covering 62,800 common shares) expired on October 30, 2010.

“We are pleased to have raised additional capital at $67.75 per share. At September 30, 2010, our common book value per common share was $43.10, therefore, we raised this capital at over 1.5 times common book value,” said Park Chairman C. Daniel DeLawder.  “With the expiration of the Series B Common Share Warrants, we completed a very successful common equity raise with Rodman & Renshaw in which we issued 937,200 common shares, raising common equity of $58.5 million.”

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM), acted as the exclusive placement agent for the transaction.

Headquartered in Newark, Ohio, Park National Corporation has $7.1 billion in total assets (as of September 30, 2010). Park consists of 13 community bank divisions and two specialty finance companies. Park's Ohio-based banking operations are conducted through Park subsidiary The Park National Bank and its divisions which include Fairfield National Bank Division, Richland Bank Division, Century National Bank Division, First-Knox National Bank Division, Farmers & Savings Bank Division, United Bank Division, Second National Bank Division, Security National Bank Division, Unity National Bank Division and The Park National Bank of Southwest Ohio & Northern Kentucky Division. Park's other banking subsidiary is Vision Bank (headquartered in Panama City, Florida), and its Vision Bank Division (of Gulf Shores, Alabama). Park also includes Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance) and Guardian Finance Company.

CONTACTS:  Bethany Lewis, Communications Specialist, 740.349.0421

John Kozak, CFO, 740.349.3792

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com