| 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
CORRECTIONS CORP OF AMERICA [ CXW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/20/2008 | ||||||||||||||||||||||||||
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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 | ||||||
| CWX Common Stock | 02/20/2008 | A(1) | 9,360 | A | $0.00 | 29,179(2) | D | |||
| CWX Common Stock | 02/22/2008 | M | 12,300 | A | $9.99 | 41,479 | D | |||
| CWX Common Stock | 02/22/2008 | M | 5,625 | A | $13.06 | 47,104 | D | |||
| CWX Common Stock | 02/22/2008 | S | 325 | D | $26.05 | 46,779 | D | |||
| CWX Common Stock | 02/22/2008 | S | 300 | D | $26.06 | 46,479 | D | |||
| CWX Common Stock | 02/22/2008 | S | 2,100 | D | $26.07 | 44,379 | D | |||
| CWX Common Stock | 02/22/2008 | S | 600 | D | $26.08 | 43,779 | D | |||
| CWX Common Stock | 02/22/2008 | S | 1,200 | D | $26.09 | 42,579 | D | |||
| CWX Common Stock | 02/22/2008 | S | 1,900 | D | $26.1 | 40,679 | D | |||
| CWX Common Stock | 02/22/2008 | S | 600 | D | $26.11 | 40,079 | D | |||
| CWX Common Stock | 02/22/2008 | S | 200 | D | $26.13 | 39,879 | D | |||
| CWX Common Stock | 02/22/2008 | S | 100 | D | $26.14 | 39,779 | D | |||
| CWX Common Stock | 02/22/2008 | S | 1,400 | D | $26.15 | 38,379 | D | |||
| CWX Common Stock | 02/22/2008 | S | 1,200 | D | $26.16 | 37,179 | D | |||
| CWX Common Stock | 02/22/2008 | S | 1,500 | D | $26.17 | 35,679 | D | |||
| CWX Common Stock | 02/22/2008 | S | 2,100 | D | $26.18 | 33,579 | D | |||
| CWX Common Stock | 02/22/2008 | S | 1,200 | D | $26.19 | 32,379 | D | |||
| CWX Common Stock | 02/22/2008 | S | 1,600 | D | $26.2 | 30,779 | D | |||
| CWX Common Stock | 02/22/2008 | S | 1,500 | D | $26.21 | 29,279 | D | |||
| CWX Common Stock | 02/22/2008 | S | 100 | D | $26.23 | 29,179 | D | |||
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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 | ||||||||
| Employee Stock Option (Right to Buy) | $26.71 | 02/20/2008 | A(3) | 32,425 | 02/20/2009 | 02/20/2018 | CXW Common Stock | 32,425 | $0.00 | 32,425 | D | ||||
| Employee Stock Option (Right to Buy) | $9.99 | 02/22/2008 | M | 12,300 | 02/17/2008 | 02/17/2014 | CXW Common Stock | 12,300 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $13.06 | 02/22/2008 | M | 5,625 | 02/16/2008 | 02/16/2015 | CXW Common Stock | 5,625 | $0.00 | 5,625 | D | ||||
| Explanation of Responses: |
| 1. Grant of restricted shares subject to vesting over a three-year period based upon satisfaction of certain performance criteria for the fiscal years ending December 31, 2008, 2009 and 2010. No more than one third of such shares may vest in the first performance period; however, the performance criteria are cumulative for the three-year period and are subject to accelerated vesting upon certain events (death, disability or certain "change in control" events). |
| 2. Amounts in Column 5 of Table I include 8,329 shares beneficially owned through the company's 401(k) plan as updated to reflect the most recent plan statement. |
| 3. Grant of options to purchase up to the number of shares listed, with vesting to occur in equal increments over a three-year period on the anniversary dates of the grant. |
| Remarks: |
| Scott L. Craddock, Attorney in Fact | 02/22/2008 | |
| ** 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. | ||