SEC FORM 4

SEC Form 4

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^*

Brown Kathryn Carell

(Last)

(First)

(Middle)

C/O CENTRAL PARKING CORPORATION

2401 21ST AVENUE SOUTH, SUITE 200

(Street)

NASHVILLE

37212

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTRAL PARKING CORP [ CPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)

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. 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 Stock	05/22/2007		D		8,129⁽¹⁾	D	⁽²⁾	0	D
Common Stock	05/22/2007		D		81,630⁽³⁾	D	⁽²⁾	0	I	By Trusts
Common Stock	05/22/2007		D		166,342⁽⁴⁾	D	⁽²⁾	0	I	By Foundation
Common Stock	05/22/2007		D		79,303⁽⁵⁾	D	⁽²⁾	0	I	By Trust
Common Stock	05/22/2007		D		17,050⁽⁶⁾	D	⁽²⁾	0	I	By Trusts
Common Stock	05/22/2007		D		89,546⁽⁷⁾	D	⁽²⁾	0	I	By Trusts
Common Stock	05/22/2007		D		2,021,887⁽⁸⁾	D	⁽²⁾	0	I	By Trusts

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes 3,333 shares of restricted stock that vested pursuant to an Agreement and Plan of Merger, dated February 20, 2007, among KCPC Holdings, Inc., KCPC Acquisition, Inc. and Central Parking Corporation.

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. Shares owned by the 1996 Carell Grandchildren's Trusts. Mrs. Brown is a co-trustee of these Trusts.

4. Shares owned by the Kathryn Carell Brown Foundation. Mrs. Brown serves on the Board of Trustees of the Foundation.

5. Shares owned by the 2002 Kathryn Carell Brown Charitable Remainder Trust.

6. Shares owned by trusts of which Mrs. Brown is the trustee.

7. Shares owned by trusts of which Mrs. Brown is a co-trustee.

8. Shares owned by various trusts of which Mrs. Brown serves on a committee of three persons that has investment power with respect to stock held by such trusts; because a majority of the votes of such committee is required to vote or dispose of such shares, Mrs. Brown does not have the independent ability to determine the outcome of such a vote and therefore disclaims beneficial ownership of such shares.

Remarks:

	/s/ Kathryn Carell Brown	05/23/2007
	** 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).
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