Kristopher H. Roy - 25 Oct 2023 Form 4 Insider Report for SP Plus Corp

Role
CFO
Signature
/s/ Patrick Kilmer-Lipinski, as attorney-in-fact for Kristopher H. Roy
Issuer symbol
N/A
Transactions as of
25 Oct 2023
Net transactions value
-$405,918
Form type
4
Filing time
18 Dec 2023, 20:03:04 UTC
Previous filing
03 Mar 2023
Next filing
02 Feb 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SP Common Stock Award $0 +7,140 +17% $0.000000 48,673 25 Oct 2023 Direct F1, F2
transaction SP Common Stock Tax liability $405,918 -7,908 -16% $51.33 40,765 07 Dec 2023 Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Includes 29,132 restricted stock units.
F3 The reporting person had 10,712 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.
F4 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.
F5 Includes 18,420 restricted stock units.