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 * 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) 11/13/2014 (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 11/13/2014   J(1)   18.3 D (1) $ 0 0 I Moundvest Investment Club (1) Common Shares 04/30/2015   G(2) V 500 D (2) $ 0 500 I Robert E. O'Neill Managing Agency (2) Common Shares 04/30/2015   J(3) V 500 D (3) $ 0 0 I Robert E. O'Neill Managing Agency (3) Common Shares 04/30/2015   G(2) V 500 A (2) $ 0 500 I Alexa Robinson-O'Neill (spouse) Managing Agency Account (2) Common Shares 04/30/2015   J(3) V 500 A (3) $ 0 4,141.6262 I Through DRIP (3) Common Shares               2,080 D   Common Shares               24,748 I By John J. O'Neill Living Trust (4) Common Shares               21,458 I By John J. O'Neill Investment Trust (5)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	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		05/07/2015
**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 withdrew from participation in Moundvest Investment Club and, as a result, no longer has beneficial ownership of any of the common shares held by this partnership.
(2)	This transaction involved a gift of common shares by the reporting person to his spouse, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the common shares held by his spouse as to which common shares the reporting person has no voting or investment power, and this report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's common shares for purposes of Section 16 or for any other purpose.
(3)	This transaction involved a transfer of common shares from the reporting person's managing agency account to the reporting person's account under the Park National Corporation Dividend Reinvestment Plan (the "DRIP").
(4)	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 common shares held by the JJO Living Trust except to the extent of his pecuniary interest therein. The number of common shares reported reflects the number of common shares held by the JJO Living Trust on May 7, 2015.
(5)	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 common shares held by the JJO Investment Trust except to the extent of his pecuniary interest therein, if any. The number of common shares reported reflects the number of common shares held by the JJO Investment Trust on May 7, 2015.

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