SP Plus Corporation
SP Plus Corp (Form: SC 13G/A, Received: 01/06/2017 14:42:11)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)

SP Plus Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)

78469C103
(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PAGE 1 OF 4 PAGES



1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       River Road Asset Management, LLC                              43-2076925
--------------------------------------------------------------------------------
 2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                 (a) [_]
                                                                         (b) [_]
       N/A
--------------------------------------------------------------------------------
 3     SEC USE ONLY


--------------------------------------------------------------------------------
 4     CITIZENSHIP OR PLACE OF ORGANIZATION

       Delaware
--------------------------------------------------------------------------------
                     5      SOLE VOTING POWER

                            840,099
      NUMBER OF      -----------------------------------------------------------
        SHARES       6      SHARED VOTING POWER
     BENEFICIALLY
       OWNED BY             0
         EACH        -----------------------------------------------------------
      REPORTING      7      SOLE DISPOSITIVE POWER
       PERSON
         WITH               1,001,654

                     -----------------------------------------------------------
                     8      SHARED DISPOSITIVE POWER

                            0
--------------------------------------------------------------------------------

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,001,654

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

N/A

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.5%

12 TYPE OF REPORTING PERSON*

IA

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Item 1(a) Name of Issuer:
SP Plus Corporation

Item 1(b) Address of Issuer's Principal Executive Offices:
200 East Randolph Street, Suite 7700 Chicago, IL 60601-7702

Item 2(a) Name of Person Filing:
River Road Asset Management, LLC

Item 2(b) Address of the Principal Office or, if none, Residence:
462 S. 4th St., Ste 2000 Louisville, KY 40202

Item 2(c) Citizenship:
US -- State of Delaware

Item 2(d) Title of Class of Securities:
Common Stock

Item 2(e) CUSIP Number:
78469C103

Item 3 If the Statement is being filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person filing is a:

(e) [X] An investment advisor in accordance with section 240.13d-1(b)(1)(ii)(E)

Item 4 Ownership:
(a) Amount Beneficially Owned:


1,001,654

(b) Percent of Class:


4.5%

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(c) Number of shares as to which such person has:

          (i)  sole power to vote or direct the vote:    840,099

         (ii)  shared power to vote or direct the vote:        0

        (iii)  sole power to dispose or to direct the
               disposition of:                           1,001,654

         (iv)  shared power to dispose or to direct the
               disposition of:                                 0

Item 5    Ownership of Five Percent or Less of a Class: If this

statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6 Ownership of More than Five Percent on Behalf of
Another Person:

Not applicable.

Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company:

Not applicable.

Item 8 Identification and Classification of Members of the
Group:

Not applicable.

Item 9 Notice of Dissolution of a Group:
Not applicable.

Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were were not acquired in connection with or as a participant in any transaction having such purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 10, 2016

River Road Asset Management, LLC

By:   /S/ THOMAS DIGNAN MUELLER
     -------------------------------------
Name: Thomas Dignan Mueller
      Title: CCO/COO

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