Sec Form 4 Filing - Grande Anthony L @ CORRECTIONS CORP OF AMERICA - 2013-05-17

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Grande Anthony L 2. Issuer Name and Ticker or Trading Symbol CORRECTIONS CORP OF AMERICA [ CXW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Chief Development Officer (Last) (First) (Middle) 10 BURTON HILLS BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2013 (Street) NASHVILLE, TN37215 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 CXW Common Stock 05/17/2013 M 16,808 A $ 20.78 100,946 ( 1 ) D CXW Common Stock 05/17/2013 M 823 A $ 17.57 101,769 ( 1 ) D CXW Common Stock 05/17/2013 M 17,631 A $ 22.72 119,400 ( 1 ) D CXW Common Stock 05/17/2013 S 35,262 D $ 39.1455 84,138 ( 1 ) D CXW Common Stock 05/20/2013 A( 2 ) 4,138 A $ 0 88,276 ( 3 ) D CXW Common Stock 05/20/2013 J( 4 ) 7,461 A $ 0 95,737 ( 3 ) D CXW Common Stock 05/22/2013 M 14,700 A $ 9.13 110,437 ( 3 ) D CXW Common Stock 05/22/2013 S 14,700 D $ 38.1579 95,737 ( 3 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Employee Stock Option (right to buy) $ 20.78 05/20/2013 M 16,808 02/23/2011 02/23/2021 CXW Common Stock 16,808 $ 0 17,220 D Employee Stock Option (right to buy) $ 17.57 05/20/2013 M 823 02/18/2010 02/18/2020 CXW Common Stock 823 $ 0 60,285 D Employee Stock Option (right to buy) $ 22.72 05/20/2013 M 17,631 02/20/2008 02/20/2018 CXW Common Stock 17,631 $ 0 20,481 D Employee Stock Option (right to buy) $ 9.13 05/22/2013 M 14,700 02/18/2009 02/18/2019 CXW Common Stock 14,700 $ 0 36,555 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Grande Anthony L 10 BURTON HILLS BOULEVARD NASHVILLE, TN37215 EVP, Chief Development Officer Signatures Scott L. Craddock, Attorney in Fact 05/22/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 24154 restricted stock units, each representing a contingent right to receive one share of issuer common stock. ( 2 )Represents dividend equivalent rights accrued on the reporting persons' underlying restricted stock units in conjunction with the issuer's payment of a special dividend on May 20, 2013 of $6.63 per share of common stock. The dividend equivalent rights will be converted into, and paid in the form of, shares of the issuer's common stock on a one-for-one basis in connection with the vesting of the underlying restricted stock units to which the dividend equivalent rights relate and shall be subject to the same vesting and other restrictions as the original award. ( 3 )Includes 31132 restricted stock units, each representing a contingent right to receive one share of issuer common stock. ( 4 )On May 20, 2013, the Issuer paid a special dividend to stockholders of record on April 19, 2013. As a result of the special dividend, the reporting person received 7461 shares of common stock on May 20, 2013.

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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