Kohlberg CPC Rep, L.L.C. Form 4 SP Plus / CPC REP, L.L.C. KOHLBERG ownership change

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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X

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^*

KOHLBERG CPC REP, L.L.C.

(Last) (First) (Middle)

C/O KOHLBERG & COMPANY, L.L.C.

111 RADIO CIRCLE

(Street)

MOUNT KISCO NY 10549

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SP Plus Corp [ SP ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/16/2017		S		2,625,415	D	$29.2	987,752	D(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

KOHLBERG CPC REP, L.L.C.

(Last) (First) (Middle)

C/O KOHLBERG & COMPANY, L.L.C.

111 RADIO CIRCLE

(Street)

MOUNT KISCO NY 10549

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kohlberg Partners V, L.P.

(Last) (First) (Middle)

C/O KOHLBERG & COMPANY, L.L.C.

111 RADIO CIRCLE

(Street)

MOUNT KISCO NY 10549

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kohlberg Management V, LLC

(Last) (First) (Middle)

C/O KOHLBERG & COMPANY, L.L.C.

111 RADIO CIRCLE

(Street)

MOUNT KISCO NY 10549

(City) (State) (Zip)

Explanation of Responses:

1. The shares reported herein are directly owned by Kohlberg CPC Rep, L.L.C. Kohlberg Partners V, L.P., as its managing member, and Kohlberg Management V, L.L.C., as the general partner of Kohlberg Partners V, L.P., may be deemed to indirectly beneficially own the shares held by Kohlberg CPC Rep, L.L.C., however each of them disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

Remarks:

	/s/ Seth H. Hollander, Vice President of Kohlberg Management V, L.L.C., general partner of Kohlberg Partners V, L.P., managing member of Kohlberg CPC Rep, L.L.C.	05/17/2017
	** Signature of Reporting Person	Date
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