Edgar Filing: ONEILL ROBERT E

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ONEILL ROBERT E

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)

(Last)

(First)

(Middle)

50 N. THIRD STREET

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2017

(Street)

NEWARK, OH 43055

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	08/10/2017		P		1,000	A	$ 97.0545	1,000	I	By John J. O'Neill Irrevocable Living Trust FBO Ellen O'Neill ⁽¹⁾
Common Shares	08/10/2017		P		1,000	A	$ 97.0545	1,000	I	By John J. O'Neill Irrevocable Living Trust FBO Alex O'Neill ⁽²⁾
Common Shares								3,280	D
Common Shares								4,308.216 ⁽³⁾	I	Through DRIP ⁽³⁾
Common Shares								500	I	Alexa Robinson-O'Neill (spouse) Managing Agency Account
Common Shares								4,290	I	By John J. O'Neill Investment Trust ⁽⁴⁾
Common Shares								19,500	I	By John J. O'Neill Living Trust ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ONEILL ROBERT E 50 N. THIRD STREET NEWARK, OH 43055	X

Signatures

/s/ Robert E. O'Neill by Brady T. Burt, POA		08/14/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person is a co-trustee of the John J. O'Neill Irrevocable Living Trust FBO Ellen O'Neill. A member of the reporting person's immediate family is the beneficiary of this trust. The reporting person disclaims beneficial ownership of the Park National Corporation ("Park") common shares in which he does not have a pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such Park common shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
(2)	The reporting person is a co-trustee of the John J. O'Neill Irrevocable Living Trust FBO Alex O'Neill. A member of the reporting person's immediate family is the beneficiary of this trust. The reporting person disclaims beneficial ownership of the Park common shares in which he does not have a pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such Park common shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
(3)	Reflects the aggregate number of 129.4516 common shares of Park held in the reporting person's account under the Park National Corporation Dividend Reinvestment Plan (the "DRIP") which were acquired since the most recent reportable transaction date of December 31, 2016.
(4)	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 Park National Corporation common shares held by the JJO Investment Trust except to the extent of his pecuniary interest therein, if any.
(5)	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 Park National Corporation common shares held by the JJO Living Trust except to the extent of his pecuniary interest therein, if any.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.