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^*

NELSON EDWARD

(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		18,078⁽¹⁾	D	⁽²⁾	0	D
Common Stock	05/22/2007		D		4,500⁽³⁾	D	⁽²⁾	0	I	Spouse

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)
Stock Options (right to buy)	$13.99	05/22/2007		D			5,000	03/31/2002	09/28/2011	Common Stock	5,000	⁽⁴⁾	0	D
Stock Options (right to buy)	$19.5625	05/22/2007		D			4,500	12/29/2000	09/29/2010	Common Stock	4,500	⁽⁴⁾	0	D
Stock Options (right to buy)	$27.75	05/22/2007		D			4,500	03/31/2000	09/30/2009	Common Stock	4,500	⁽⁵⁾	0	D
Stock Options (right to buy)	$30.5	05/22/2007		D			4,500	09/30/1999	09/30/2008	Common Stock	4,500	⁽⁵⁾	0	D
Stock Options (right to buy)	$51.0625	05/22/2007		D			4,500	03/31/1998	09/30/2007	Common Stock	4,500	⁽⁵⁾	0	D

Explanation of Responses:

1. Includes 14,145 directly owned shares and 3,933 restricted shares which were immediately vested pursuant to an Agreement and Plan of Merger, dated February 20, 2007, among KCPC Holdings, Inc., KCPC Acquisition, Inc. and Central Parking Corporation (the "Merger Agreement").

2. These shares were cancelled and converted into $22.53 in cash per share, without interest, pursuant to the Merger Agreement.

3. Represents shares held by Mr. Nelson's spouse for which Mr. Nelson disclaims beneficial ownership.

4. Each option was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the exercise price of the option and the per share merger consideration of $22.53.

5. Each option was cancelled pursuant to the Merger Agreement. No cash payment was made due to exercise price being higher than the merger consideration price of $22.53.

Remarks:

	/s/ Benjamin F. Parrish, Attorney-In-Fact for Edward Nelson	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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