SEC FORM 4

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

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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^*

PARRISH BENJAMIN F JR

(Last)

(First)

(Middle)

2401 21ST AVENUE SOUTH, SUITE 200

(Street)

NASHVILLE

37212

(City)

(State)

(Zip)

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)
	Sr. Vice President

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/22/2007		D		10,729	D	⁽¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽²⁾	05/22/2007		D			11,002	⁽²⁾	⁽²⁾	Common Stock	11,002	⁽¹⁾	0	D
Stock Options (right to buy)	$46.5625	05/22/2007		D			10,000	08/24/1998	08/24/2008	Common Stock	10,000	⁽³⁾	0	D
Stock Options (right to buy)	$29.25	05/22/2007		D			6,000	10/01/1999⁽⁴⁾	10/01/2008	Common Stock	6,000	⁽³⁾	0	D
Stock Options (right to buy	$50.375	05/22/2007		D			6,000	10/01/2000⁽⁴⁾	10/01/2009	Common Stock	6,000	⁽³⁾	0	D
Stock Options (right to buy)	$19.8125	05/22/2007		D			47,000	10/02/2001⁽⁴⁾	10/01/2010	Common Stock	47,000	⁽³⁾	0	D
Stock Options (right to buy)	$20.14	05/22/2007		D			20,000	10/01/2002⁽⁴⁾	10/01/2011	Common Stock	20,000	⁽³⁾	0	D
Stock Options (right to buy)	$18.8	05/22/2007		D			75,000	02/06/2011	02/06/2012	Common Stock	75,000	⁽³⁾	0	D
Stock Options (right to buy)	$13.99	05/22/2007		D			20,000	10/01/2003⁽⁴⁾	10/01/2012	Common Stock	20,000	⁽³⁾	0	D
Stock Options (right to buy)	$12.73	05/22/2007		D			25,000	09/30/2004⁽⁴⁾	09/30/2013	Common Stock	25,000	⁽³⁾	0	D
Stock Options (right to buy)	$14.11	05/22/2007		D			23,000	09/30/2005	09/30/2014	Common Stock	23,000	⁽³⁾	0	D

Explanation of Responses:

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. 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.

4. Vests in four equal annual installments beginning on this date.

Remarks:

	/s/ Benjamin F. Parrish	05/24/2007
	** 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).
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