Burt Brady T was granted 1,500 shares, covered exercise/tax liability with 1,325 shares, converted options into 1,350 shares, disposed of 1,525 shares and acquired 1,525 shares (SEC Form 4) (Amendment)
$PRK
Major Banks
Finance
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PARK NATIONAL CORP /OH/ [ PRK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/02/2024 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/31/2024 | A | 1,500(1) | A | (1) | 1,500 | D | |||
| Common Shares | 03/31/2024 | F | 697.625(2) | D | $135.85 | 802.375(2) | D | |||
| Common Shares | 03/31/2024 | M | 1,350(3) | A | (3) | 2,152.375 | D | |||
| Common Shares | 03/31/2024 | F | 627.84(2) | D | $135.85 | 1,524.535(2) | D | |||
| Common Shares | 04/11/2024 | J(4) | V | 1,524.535(4) | D | (4) | 0(4) | D | ||
| Common Shares | 04/11/2024 | J(4) | V | 1,524.535(4) | A | (4) | 9,914.547(4) | I | Brady T. Burt Managing Agency Account | |
| Common Shares | 7,983.878(5) | I | KSOP | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| PBRSUs | (3) | 03/31/2024 | M | 1,350(3) | (3) | (3) | Common Shares | 1,350 | (3) | 0 | D | ||||
| PBRSUs | (1) | 03/31/2024 | A | 1,500(1) | (1) | (1) | Common Shares | 1,500 | (1) | 1,500 | D | ||||
| Explanation of Responses: |
| 1. 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 1,500 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). |
| 2. 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. |
| 3. 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. |
| 4. Reflects the transfer in April 2024 of 1,524.535 common shares of Park, previously beneficially owned directly by the reporting person, to the Brady T. Burt Managing Agency Account, where they are now beneficially owned indirectly. |
| 5. Between January 1 and March 31, 2024, the reporting person acquired 133.881 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. |
| Remarks: |
| /s/ Brady T. Burt | 04/19/2024 | |
| ** 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. | ||