| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
| 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. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Shares | 5,180.2901(1) | D | |||||||||||||
| Common Shares | 292 | I | By Mark Ramser's IRA, Self-Directed Non-deductible | ||||||||||||
| Common Shares | 719 | I | By Mark Ramser's IRA, Self-Directed | ||||||||||||
| Common Shares | 379 | I | By Denise Ramser's IRA, Self-Directed non-deductible | ||||||||||||
| Common Shares | 11,465 | I | By Denise M. Ramser (spouse) | ||||||||||||
| Common Shares | 1,025 | I | By Denise Ramser's IRA, Self-Directed | ||||||||||||
| Common Shares | 10/28/2024 | G5 | 495(2) | D | $0 | 989(2) | I | As Trustee of R.E. Ramser Trust FBO Russell Ramser(2) | |||||||
| Common Shares | 1,155 | I | As Trustee of R.E. Ramser Trust FBO Elizabeth Ramser Jaime | ||||||||||||
| Common Shares | 2,283 | I | As Trustee of R.E. Ramser Trust FBO Hayley Ramser | ||||||||||||
| Common Shares | 3,421 | I | By Ramser FLP Inc.(3) | ||||||||||||
| Common Shares | 25,416 | I | By Ramser FLP Ltd.(4) | ||||||||||||
| Common Shares | 15,453 | I | By Ramser Arboretum(5) | ||||||||||||
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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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Explanation of Responses: |
| 1. The number of common shares reported as beneficially owned differs due to shares acquired under Park National Corporation's ("Park") dividend reinvestment plan. |
| 2. Reflects the distribution in accordance with the R. E. Ramser Trust FBO Russell Ramser (the "Trust") of 495 common shares of Park, and the functional equivalent of a gift to the ultimate beneficiary upon completion of such distribution. These 495 common shares had previously been beneficially owned indirectly by the reporting person as trustee of the Trust. As a result of the distribution described above, the reporting person no longer has any pecuniary interest in these 495 shares. |
| 3. The reporting person is co-owner of Ramser FLP Inc. (owning 50% thereof). The common shares reported are those owned by Ramser FLP Inc. directly. In his capacity as a co-owner, the reporting person has shared voting and investment power over the common shares held by Ramser FLP Inc. The reporting person disclaims beneficial ownership of the reported common shares except to the extent of his pecuniary interest therein. |
| 4. The reporting person is co-owner of Ramser FLP Ltd. (owning 47.5% thereof). In his capacity as a co-owner, the reporting person has shared voting and investment power over the common shares held by Ramser FLP Ltd. The reporting person disclaims beneficial ownership of the reported common shares except to the extent of his pecuniary interest therein. |
| 5. The reporting person is Secretary and Treasurer of Ramser Arboretum and is one of two individuals who currently share voting and investment power over the common shares held by Ramser Arboretum. The reporting person disclaims any pecuniary interest in these common shares since Ramser Arboretum is a 501(c)(3) private charitable operating foundation. |
| Remarks: |
| /s/ Brady T. Burt, Attorney-in-Fact for Mark R. Ramser | 02/12/2025 | |
| ** 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. | ||