FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CENTRAL PARKING CORP [ CPC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/22/2007 | ||||||||||||||||||||||||||
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 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 | 05/22/2007 | D | 279,556(1) | D | (2) | 0 | D | |||
Common Stock | 05/22/2007 | D | 2,250 | D | (2) | 0 | I | Spouse |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Deferred Stock Units | (3) | 05/22/2007 | D | 5,382(3) | (3) | (3) | Common Stock | 0 | (2) | 0 | D | ||||
Stock Options (right to buy) | $32.54 | 05/22/2007 | D | 9,000 | 10/01/1998(4) | 10/01/2007 | Common Stock | 9,000 | (5) | 0 | D | ||||
Stock Options (right to buy) | $50.375 | 05/22/2007 | D | 8,000 | 10/01/1999(4) | 10/01/2008 | Common Stock | 8,000 | (5) | 0 | D | ||||
Stock Options (right to buy) | $29.25 | 05/22/2007 | D | 8,000 | 10/01/2000(4) | 10/01/2009 | Common Stock | 8,000 | (5) | 0 | D | ||||
Stock Options (right to buy) | $19.8125 | 05/22/2007 | D | 50,000 | 10/02/2001(6) | 10/02/2010 | Common Stock | 50,000 | (5) | 0 | D | ||||
Stock Options (right to buy) | $13.99 | 05/22/2007 | D | 25,000 | 10/01/2002(4) | 10/01/2011 | Common Stock | 25,000 | (7) | 0 | D | ||||
Stock Options (right to buy) | $18.8 | 05/22/2007 | D | 100,000 | 02/06/2011 | 02/06/2012 | Common Stock | 100,000 | (5) | 0 | D | ||||
Stock Options (right to buy) | $20.14 | 05/22/2007 | D | 20,000 | 10/01/2003(4) | 10/01/2012 | Common Stock | 20,000 | (5) | 0 | D | ||||
Stock Options (right to buy) | $12.73 | 05/22/2007 | D | 25,000 | 09/30/2004(4) | 09/30/2013 | Common Stock | 25,000 | (8) | 0 | D | ||||
Stock Options (right to buy) | $14.11 | 05/22/2007 | D | 23,000 | 09/30/2005 | 09/30/2014 | Common Stock | 23,000 | (5) | 0 | D |
Explanation of Responses: |
1. Includes 267,750 shares of stock held in an irrevocable trust. |
2. These shares were cancelled and converted into $22.53 in cash per share, without interest, pursuant to an Agreement and Plan of Merger, dated February 20, 2007, among KCPC Holdings, Inc., KCPC Acquisition, Inc. and Central Parking Corporation. |
3. These deferred stock units convert to common stock on a 1-1 basis on the date elected by the reporting person. |
4. Vests in four equal annual installments beginning on this date. |
5. Converted into the right to receive a cash payment of $22.53 less the exercise price per share. If the exercise price of the option was equal to or in excess of $22.53, the option was canceled without consideration. |
6. Vests in three equal annual installments beginning on this date. |
7. A portion of this option representing the right to buy 24,200 shares was converted into an option to purchase shares of common stock of KCPC Holdings, Inc. on the same terms as the canceled option. The remainder was converted into the right to receive a cash payment of $22.53 less the exercise price per share. |
8. Converted into an option to purchase shares of common stock of KCPC Holdings, Inc. on the same terms as the original option. |
Remarks: |
/s/ Benjamin F. Parrish, Attorney-In-Fact for James H. Bond | 05/24/2007 | |
** 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. |