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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NELSON EDWARD C/O CENTRAL PARKING CORPORATION 2401 21ST AVENUE SOUTH, SUITE 200 NASHVILLE, TN 37212 |
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/s/ Benjamin F. Parrish, Attorney-In-Fact for Edward Nelson | 05/24/2007 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. |