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Section 1: 4 (FORM 4)

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Burt Brady T
  2. Issuer Name and Ticker or Trading Symbol
PARK NATIONAL CORP /OH/ [PRK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
50 N. THIRD STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2018
(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)
Code V Amount (A) or (D) Price
Common Shares 03/31/2018(1)   M   514.58(1) A (1) 514.58 D  
Common Shares 03/31/2018(2)   A   669.44(2) A (2) 1,184.02 D  
Common Shares 03/31/2018   F   350.46 D $103.76 833.56 D  
Common Shares 03/31/2018(3)   J   833.56(3) D (3) 0 D  
Common Shares 03/31/2018(3)   J   833.56(3) A (3) 1,180.369 I Brady T. Burt Managing Agency Account
Common Shares               4,869.844(4) I KSOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
PBRSUs (5) 03/31/2018(5)   M     514.58   (5)   (5) Common Shares 514.58 $ 0 0 D  
PBRSUs (2)(6) 03/31/2018(2)(6)   A   669.44     (2)(6)   (2)(6) Common Shares 669.44 $ 0 669.44 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Burt Brady T
50 N. THIRD STREET
NEWARK, OH 43055
      Chief Financial Officer  

Signatures

 /s/ Brady T. Burt   04/02/2018
**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) These common shares of Park National Corporation ("Park") were acquired upon the satisfaction of a service-based vesting requirement whereby performance-based restricted stock units ("PBRSUs") were converted into Park common shares on a one-for-one basis.
(2) Effective March 31, 2018 (the "2015 PBRSU Certification Date"), the Compensation Committee of the Board of Directors of Park certified the level of achievement with respect to the performance criteria for the three-fiscal-year performance period applicable to PBRSUs granted to the reporting person effective January 2, 2015. 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 669.44 common shares shown in the second row in Table I) on the 2015 PBRSU Certification Date and the other 50% to vest on the first anniversary of the 2015 PBRSU Certification Date (shown in the second row in Table II as a derivative security).
(3) Includes 833.56 common shares of Park, previously owned directly by the reporting person, which were transferred on March 31, 2018 to the Brady T. Burt Managing Agency Account.
(4) Between January 1 and March 31, 2018, the reporting person acquired 146.497 common shares under the Park National Corporation Employees Stock Ownership Plan (the "KSOP"). The information in this report is based on a plan statement dated as of March 31, 2018.
(5) These PBRSUs converted into Park common shares on a one-for-one basis upon satisfaction of a service-based vesting requirement pursuant on March 31, 2018.
(6) These PBRSUs were earned based on the performance level achieved as described in footnote (2) and are also subject to service-based vesting pursuant to which they are to vest on the first anniversary of the 2015 PBRSU Certification Date. Each PBRSU represents the right to receive one Park common share upon satisfaction of the service-based vesting requirement.

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