SP Plus Corporation
SP Plus Corp (Form: 4, Received: 12/20/2016 16:07:57)
FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

VCM STAN-CPC Holdings, LLC
2. Issuer Name and Ticker or Trading Symbol

SP Plus Corp [ SP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O VERSA CAPITAL MANAGEMENT, LLC, 2929 ARCH STREET, 27TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/19/2016
(Street)

PHILADELPHIA, PA 19104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $0.001 per share   12/19/2016     S   V 10700   D $29.0699   551587   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:

Remarks:
Versa Capital Fund I, L.P. is the managing member of VCM STAN-CPC Holdings, LLC. VCM STAN-CPC Holdings, LLC previously appointed Paul Halpern to the board of directors of SP Plus Corporation. On December 14, 2016, Paul Halpern resigned as a member of the board of directors of SP Plus Corporation, effective immediately.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
VCM STAN-CPC Holdings, LLC
C/O VERSA CAPITAL MANAGEMENT, LLC
2929 ARCH STREET, 27TH FLOOR
PHILADELPHIA, PA 19104
X


Versa Capital Fund I, L.P.
C/O VERSA CAPITAL MANAGEMENT, LLC
2929 ARCH STREET, 27TH FLOOR
PHILADELPHIA, PA 19104
X



Signatures
/s/ VCM STAN-CPC HOLDINGS, LLC, by Thomas A. Kennedy, Secretary 12/20/2016
** Signature of Reporting Person Date

/s/ VERSA CAPITAL FUND I, L.P., by Thomas A. Kennedy, Authorized Person 12/20/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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