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*
EADS EMANUEL J
(Last) (First) (Middle)
C/O CENTRAL PARKING CORPORATION
2401 21ST AVENUE SOUTH
(Street)
NASHVILLE TN 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
X Officer (give title below) Other (specify below)
President & CEO
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)
Code V Amount (A) or (D) Price
Common Stock 05/22/2007 D 16,376 D (1) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Units (2) 05/22/2007 D 18,629 (2) (2) Common Stock 18,629 (1) 0 D
Stock Options (right to buy) $32.54 05/22/2007 D 6,750 10/01/1998(3) 10/01/2007 Common Stock 6,750 (4) 0 D
Stock Options (right to buy) $50.375 05/22/2007 D 6,000 10/01/1999(3) 10/01/2008 Common Stock 6,000 (4) 0 D
Stock Options (right to buy) $29.25 05/22/2007 D 6,000 10/01/2000(3) 10/01/2009 Common Stock 6,000 (4) 0 D
Stock Options (right to buy) $19.8125 05/22/2007 D 43,750 10/02/2001(5) 10/02/2010 Common Stock 43,750 (4) 0 D
Stock Options (right to buy) $13.99 05/22/2007 D 25,000 10/01/2002(3) 10/01/2011 Common Stock 25,000 (4) 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 (4) 0 D
Stock Options (right to buy) $20.14 05/22/2007 D 20,000 10/01/2003(3) 10/01/2012 Common Stock 20,000 (4) 0 D
Stock Options (right to buy) $12.73 05/22/2007 D 25,000 09/30/2004(3) 09/30/2013 Common Stock 25,000 (6) 0 D
Stock Options (right to buy) $14.11 05/22/2007 D 23,000 09/30/2005(3) 09/30/2014 Common Stock 23,000 (6) 0 D
Stock Option (right to buy) $14.405 05/22/2007 D 300,000 (7) (8) Common Stock 300,000 (9) 0 D
Explanation of Responses:
1. 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.
2. These deferred stock units convert to common stock on a 1-1 basis on the date elected by the reporting person.
3. Vests in four equal annual installments beginning on this date.
4. 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.
5. Vests in three equal annual installments beginning on this date.
6. Converted into an option to purchase shares of common stock of KCPC Holdings, Inc. on the same terms as the original option.
7. Option vests 1/4 on 6/12/2007, 1/4 on 6/12/2008, 1/4 on the 6/12/2009, and 1/4 on 6/12/2010.
8. The Option shall expire 1/4 on the third anniversary of the grant date, 1/4 on the sixth anniversary of the grant date, 1/4 on the ninth anniversary of the grant date, and 1/4 on the tenth anniversary of the grant date.
9. A portion of this option representing the right to buy 60,090.92 shares was converted into an option to purchase shares of common stock of KCPC Holdings, Inc. on the same terms as the cancelled option. The remainder was converted into the right to receive a cash payment of $22.53 less the exercise price per share.
Remarks:
/s/ Benjamin F. Parrish, Attorney-In-Fact for Emanuel Eads 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).
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