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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * NATELLI THOMAS A 2. Issuer Name and Ticker or Trading Symbol Park Hotels & Resorts Inc. [ PK ] 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)
C/O PARK HOTELS & RESORTS INC, 1775 TYSONS BLVD, 7TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)
9/23/2021
(Street)
TYSONS, VA 22102
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Stock  9/23/2021    A(1)    1187  A $0  135697  D   
Common Stock                 1570  I  By The MJN 2011 Receiving Trust 
Common Stock                 1570  I  By The NTN 2011 Receiving Trust 
Common Stock                 1570  I  By The JCN 2011 Receiving Trust 
Common Stock                 1570  I  By The TAN 2011 Receiving Trust 
Common Stock                 18840  I  By LP (2)
Common Stock                 6280  I  By LLC (3)
Common Stock                 6280  I  By LLC (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
(1)  The reporting person has elected to receive an award of shares of the issuer's unrestricted common stock ("Common Stock") under the Park Hotels & Resorts Inc. 2017 Stock Plan for Non-Employee Directors, as amended, in lieu of cash fees payable to the reporting person for service on the Company's board of directors during the 3rd quarter of 2021 ("Board Fee"). The Common Stock was granted on the fifth business day prior to the date that such fees would otherwise have been payable, September 23, 2021 and vested immediately. The Common Stock had a market value based on the closing sales price of the issuer's common stock reported on the New York Stock Exchange on the grant date.
(2)  Shares are owned by a limited partnership, of which the reporting person is a 50% owner and the president of the limited partnership's general partner.
(3)  Shares are owned by a limited liability company, of which the reporting person is a 50% owner and managing member.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NATELLI THOMAS A
C/O PARK HOTELS & RESORTS INC
1775 TYSONS BLVD, 7TH FLOOR
TYSONS, VA 22102
X



Signatures
/s/ Nancy Vu, as Attorney-in-Fact 9/27/2021
**Signature of Reporting Person Date
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