Christopher R. Sherman - May 16, 2024 Form 4 Insider Report for SP Plus Corp (SP)

Role
President, Commercial Division
Signature
/s/ Patrick Kilmer-Lipinski, as attorney-in-fact for Christopher R. Sherman
Stock symbol
SP
Transactions as of
May 16, 2024
Transactions value $
$0
Form type
4
Date filed
5/20/2024, 08:03 PM
Previous filing
Feb 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SP Common Stock Disposed to Issuer -17.1K -45.25% 20.7K May 16, 2024 Direct F1, F2
transaction SP Common Stock Disposed to Issuer -20.7K -100% 0 May 16, 2024 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

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.