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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Sherman Christopher R
(Last) (First) (Middle)
C/O SP PLUS CORPORATION
200 E. RANDOLPH STREET, SUITE 7700
(Street)
CHICAGO IL 60601
(City) (State) (Zip)
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)
President, Commercial Division
3. Date of Earliest Transaction (Month/Day/Year)
10/25/2023
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)
Code V Amount (A) or (D) Price
Common Stock 10/25/2023 A 1,784(1) A $0 29,402(2) D
Common Stock 12/07/2023 F 1,841(3)(4) D $51.33 27,561(5) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents performance share units (PSUs) deemed earned upon the approval of certain performance criteria by the Issuer's board of directors on October 25, 2023 in connection with PSUs granted to the reporting person on March 4, 2021 under the SP Plus Long-Term Incentive Plan. These PSUs vested on December 1, 2023 and settled in shares of SP Plus common stock on a one-for-one basis.
2. Includes 13,158 restricted stock units.
3. The reporting person had 2,679 restricted stock units (RSUs) that vested on December 1, 2023 and settled in shares of SP Plus common stock on a one-for-one basis. The vesting of these RSUs was accelerated from December 31, 2023 in connection with the Agreement and Plan of Merger, dated as of October 4, 2023, entered into by and among the Issuer, Metropolis Technologies, Inc. ("Parent"), and Schwinger Merger Sub Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, among other things, Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent.
4. Represents shares withheld as payment of a tax withholding liability incident to the vesting and settlement of the PSUs and RSUs described herein in accordance with Rule 16b-3.
5. Includes 10,479 restricted stock units.
/s/ Patrick Kilmer-Lipinski, as attorney-in-fact for Christopher R. Sherman 12/18/2023
** 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.
SP Plus (NASDAQ:SP)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more SP Plus Charts.
SP Plus (NASDAQ:SP)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more SP Plus Charts.