X0306 4 2014-11-10 0 0001059262 SP Plus Corp SP 0001291194 Wilhelm James A C/O SP PLUS CORPORATION 200 E. RANDOLPH STREET, SUITE 7700 CHICAGO IL 60601 0 1 0 0 Chief Executive Officer Common Stock 2014-11-10 4 F 0 6145 21.713 D 102865 D Common Stock 2014-11-11 4 F 0 17 21.7101 D 102848 D Represents a sale transaction required to satisfy tax-withholding obligations associated with the vesting of restricted stock units. Includes 14,374 restricted stock units previously granted to the reporting person. On November 10, 2014, one-third of the outstanding restricted stock units granted to the reporting person and other members of the issuer's management team on October 4, 2012, in connection with the issuer's acquisition of Central Parking Corporation, vested and were settled in shares of the issuer's common stock. Pursuant to the terms of the restricted stock unit awards, such vesting was delayed from the original vesting date of October 4, 2014 until immediately after the end of the most recent quarterly "blackout period" under the issuer's insider trading policy. Upon the vesting of the outstanding restricted stock units held by the reporting person (as well as other members of the issuer's management team), the reporting person (as well as each other management team member) automatically sold, solely for purposes of satisfying the resulting tax withholding obligations, a number of shares of the issuer's common stock sufficient to enable the reporting person to satisfy such tax withholding obligations. /s/ Jerome L. Pate, as attorney-in-fact for James A. Wilhelm 2014-11-12