Edgar Filing: CENTRAL PARKING CORP

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KAHN ALAN

2. Issuer Name and Ticker or Trading Symbol
CENTRAL PARKING CORP [CPC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior Vice President

(Last)

(First)

(Middle)

C/O CENTRAL PARKING CORPORATION, 2401 21ST AVENUE SOUTH, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2007

(Street)

NASHVILLE, TN 37212

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	05/22/2007		D		11,491	D	⁽¹⁾	0	D

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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Deferred Stock Units

⁽²⁾

05/22/2007

14,779

⁽²⁾

Common Stock

14,779

⁽¹⁾

Stock Options (right to buy)

$ 32.54

05/22/2007

6,750

10/01/1998⁽³⁾

10/01/2007

Common Stock

6,750

⁽⁴⁾

Stock Options (right to buy)

$ 50.375

05/22/2007

6,000

10/01/1999⁽³⁾

10/01/2008

Common Stock

6,000

⁽⁴⁾

Stock Options (right to buy)

$ 29.25

05/22/2007

6,000

10/01/2000⁽³⁾

10/01/2009

Common Stock

6,000

⁽⁴⁾

Stock Options (right to buy)

$ 19.8125

05/22/2007

43,750

10/02/2001⁽⁵⁾

10/02/2010

Common Stock

43,750

⁽⁴⁾

Stock Options (right to buy)

$ 13.99

05/22/2007

10,000

10/01/2002⁽³⁾

10/01/2011

Common Stock

10,000

⁽⁶⁾

Stock Options (right to buy)

$ 18.8

05/22/2007

50,000

02/06/2011

02/06/2012

Common Stock

50,000

⁽⁷⁾

Stock Options (right to buy)

$ 20.14

05/22/2007

15,000

10/01/2003⁽³⁾

10/01/2012

Common Stock

15,000

⁽⁴⁾

Stock Options (right to buy)

$ 12.73

05/22/2007

25,000

09/30/2004⁽³⁾

09/30/2013

Common Stock

25,000

⁽⁴⁾

Stock Options (right to buy)

$ 14.11

05/22/2007

23,000

09/30/2005

09/30/2014

Common Stock

23,000

⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KAHN ALAN C/O CENTRAL PARKING CORPORATION 2401 21ST AVENUE SOUTH, SUITE 200 NASHVILLE, TN 37212			Senior Vice President

Signatures

/s/ Benjamin F. Parrish, Attorney-In-Fact for Alan Kahn		05/24/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	These shares were cancelled and converted into $22.53 in cash per share, without interest, pursuant to an Agreement and Plan of Merger, dated February 20, 2007, among KCPC Holdings, Inc., KCPC Acquisition, Inc. and Central Parking Corporation.
(2)	These deferred stock units convert to common stock on a 1-1 basis on the date elected by the reporting person.
(3)	Vests in four equal annual installments beginning on this date.
(4)	Converted into the right to receive a cash payment of $22.53 less the exercise price per share. If the exercise price of the option was equal to or in excess of $22.53, the option was canceled without consideration.
(5)	Vests in three equal annual installments beginning on this date.
(6)	Converted into an option to purchase shares of common stock of KCPC Holdings, Inc. on the same terms as the original option.
(7)	A portion of this option representing the right to buy 5,500 shares was converted into an option to purchase shares of common stock of KCPC Holdings, Inc. on the same terms as the original option. The remainder was converted into the right to receive a cash payment of $22.53 less the exercise price per share.

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