Sec Form 5 Filing - Holten John V @ STANDARD PARKING CORP - 2009-12-31

FORM 5 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Holten John V 2. Issuer Name and Ticker or Trading Symbol STANDARD PARKING CORP [ STAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 30 JOHN STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2009 (Street) GREENWICH, CT06831 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common Stock 11/16/2009( 2 )( 3 ) J( 1 )( 2 ) V 6,592,906 ( 1 ) ( 2 ) D ( 1 ) ( 2 ) 994,936 ( 1 ) ( 4 ) I ( 5 ) By Trust and LLC and by Spouse ( 5 ) Common Stock 12/07/2009( 3 )( 6 ) J( 1 )( 6 ) V 226,786 ( 1 ) ( 6 ) D ( 1 ) ( 6 ) 768,150 ( 1 ) ( 4 ) I ( 5 ) By Trust and LLC and by Spouse ( 5 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Holten John V 30 JOHN STREET GREENWICH, CT06831 X X Brats, LLC 30 JOHN STREET GREENWICH, CT06831 X JVH DESCENDANTS' 2007 TRUST 30 JOHN STREET GREENWICH, CT06831 X Vinland Industries LLC 30 JOHN STREET GREENWICH, CT06831 X Steamboat Industries LLC 30 JOHN STREET GREENWICH, CT06831 X Signatures John V. Holten 03/01/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to an agreement, dated February 12, 2009 (the "Surplus Agreement"), among John V. Holten, Steamboat Industries LLC and GSO CP Holdings, LP, GSO Domestic Capital Funding LLC, GSO Credit Opportunities Fund (Helios), L.P., GSO Special Situations Overseas Master Fund, Ltd., GSO Special Situations Overseas Benefit Plan Fund, Ltd. and CML VII, LLC (collectively, the "Holders"), the Holders agreed to pay to Steamboat Industries LLC an amount equal to any cash proceeds that the Holders receive upon disposition of shares of issuer's common stock held by the Holders that are in excess of certain threshold amounts set forth in the Surplus Agreement. ( 2 )On November 16, 2009, the Holders completed the sale of 6,592,906 shares of the issuer's common stock pursuant to a secondary public offering. ( 3 )This transaction was not reported on a Form 4 because the secondary public offering referred to herein was not a transaction carried out by the reporting persons. ( 4 )John V. Holten and the other reporting persons hold a pecuniary interest with respect to the number of shares of the issuer's common stock set forth herein. Includes an indirect pecuniary interest in 6,000 shares of the issuer's common stock owned by John V. Holten's spouse. ( 5 )John V. Holten is the a director of the issuer, and the sole trustee of The JVH Descendants' 2007 Trust, a Connecticut trust for the benefit of the descendants of John V. Holten. Mr. Holten, Brats, LLC, a Delaware limited liability company and The JVH Descendants' 2007 Trust are the owners of 100% of the membership units in Vinland Industries LLC, a Delaware limited liability company, which is the owner of 100% of the membership interest in Steamboat Industries LLC, a New York limited liability company. Mr. Holten is the sole manager of Brats, LLC, Vinland Industries LLC and Steamboat Industries LLC. The reporting persons disclaim beneficial ownership over the reported securities except to the extent of their pecuniary interests therein, and the inclusion of such securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purpose of Section 16 or for any other purpose. ( 6 )On December 7, 2009, the Holders sold 226,786 shares of the issuer's common stock pursuant to the partial exercise of the option by the underwriters under the underwriting agreement with respect to the secondary public offering.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.