SP Plus Corporation
SP Plus Corp (Form: 4, Received: 03/01/2017 20:14:50)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

JOHNSTON VANCE CUSHMAN
2. Issuer Name and Ticker or Trading Symbol

SP Plus Corp [ SP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, CFO, Treasurer
(Last)          (First)          (Middle)

C/O SP PLUS CORPORATION, 200 E. RANDOLPH STREET, SUITE 7700
3. Date of Earliest Transaction (MM/DD/YYYY)

2/23/2017
(Street)

CHICAGO, IL 60601
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/23/2017     A    7266   (1) A $31.40   14784   (3) D    
Common Stock   2/27/2017     F    2378   (2) D $31.3328   12406   (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  The acquisition of shares of SP Plus common stock represents the vesting of performance share units (PSUs) previously awarded to the reporting person on September 30, 2014, and made effective as of January 1, 2014, under the SP Plus Corporation Long-Term Incentive Plan. The PSUs were earned on February 23, 2017, and settled in shares of SP Plus common stock on a one-for-one basis. The PSUs vested solely upon achievement of pre-established performance targets for SP Plus's adjusted pre-tax free cash flow over a three-year performance period.
( 2)  Upon acquisition of the PSUs, the reporting person automatically sold, solely for purposes of satisfying the resulting tax-withholding obligations, a number of shares of SP Plus common stock sufficient to enable the reporting person to satisfy such tax-withholding obligations.
( 3)  Includes 7,518 restricted stock units previously granted to the reporting person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JOHNSTON VANCE CUSHMAN
C/O SP PLUS CORPORATION
200 E. RANDOLPH STREET, SUITE 7700
CHICAGO, IL 60601


EVP, CFO, Treasurer

Signatures
/s/ Jerome L. Pate, as attorney-in-fact for Vance Cushman Johnston 3/1/2017
** 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.
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