| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SP | Common Stock | Disposed to Issuer | -133K | -52.99% | 118K | May 16, 2024 | Direct | F1, F2 | ||
| transaction | SP | Common Stock | Disposed to Issuer | -118K | -100% | 0 | May 16, 2024 | Direct | F1, F3 |
G. Marc Baumann is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On May 16, 2024, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 4, 2023, by and among SP Plus Corporation (the "Issuer"), Metropolis Technologies, Inc. ("Parent") and Schwinger Merger Sub Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent. |
| F2 | At the effective time of the Merger, these shares converted into the right to receive cash in an amount equal to $54.00, without interest, per share (the "Per Share Price"), less applicable withholding taxes (if any), subject to the terms and conditions of the Merger Agreement. |
| F3 | At the effective time of the Merger (the "Effective Time"), each Issuer restricted stock unit that was outstanding immediately prior to the Effective Time automatically vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer common stock underlying such Issuer restricted stock unit, multiplied by (ii) the Per Share Price, less applicable withholding taxes (if any), subject to the terms and conditions of the Merger Agreement. |