SEC FORM 4 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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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*
MDP VENTURES II LLC

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
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
Officer (give title below) X Other (specify below)
See attachment, Item 1.
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2003
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, par value $.01 per share 02/11/2003 S 6,287 D 17.5 0 D(1)
Common Stock, par value $.01 per share 05/06/2003 S 500 D 21.76 0 D(1)
Common Stock, par value $.01 per share 05/06/2003 S 900 D 21.79 0 D(1)
Common Stock, par value $.01 per share 05/06/2003 S 1,000 D 21.77 0 D(1)
Common Stock, par value $.01 per share 05/06/2003 S 2,400 D 21.87 0 D(1)
Common Stock, par value $.01 per share 05/06/2003 S 17,500 D 21.75 0 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*
MDP VENTURES II LLC

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MILLENNIUM DEVELOPMENT PARNTNERS II LLC

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JEFFRIES CHRISTOPHER M

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
Explanation of Responses:
1. MDP Ventures II LLC ("MDP Ventures") has a direct beneficial interest in the securities. Millennium Development Partners II LLC ("Millennium Development") has an indirect beneficial interest in the securities as the managing member of MDP Ventures. Christopher M. Jeffries has an indirect beneficial interest in the securities as the holder of the majority of limited liability company interests of Millennium Development.
Steven L. Hoffman, Vice President, MDP Ventures II LLC 05/09/2003
** 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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                                                                    Exhibit 99.1

Explanation of Responses

Relationship of Reporting Person(s) to Issuer: Other (specify below)


Item 1.   MDP Ventures II LLC

The reporting persons are members of a Section 13(d) group that owned,  prior to
the  transactions  reported by the Form 4's filed by other members of such group
on the date hereof, more than 10% of the issuer's  outstanding common stock, par
value $.01 per share  ("Common  Stock").  The  reporting  persons  are no longer
subject to Section 16 reporting  because they are no longer members of a Section
13(d) group that owns more than 10% of the Common Stock.  The reporting  persons
disclaim  beneficial  ownership in the  securities  of the issuer  except to the
extent of their pecuniary interest, if any, therein.

Item 2.   Millennium Development Partners II LLC

Millennium  Development  Partners  II  LLC  ("Millennium  Development")  has  an
indirect  beneficial  interest in the  securities  owned by MDP  Ventures II LLC
("MDP  Ventures") as the managing member of MDP Ventures. Millennium Development
disclaims  beneficial  ownership in the  securities  of the issuer except to the
extent of its pecuniary interest, if any, therein.


                   Millennium Development Partners II LLC

                   By: /s/ Steven L. Hoffman                         May 9, 2003
                       ----------------------------------            -----------
                       Steven L. Hoffman                                Date:
                       Vice President


Item 3.   Christopher M. Jeffries

Christopher  M. Jeffries has an indirect  beneficial  interest in the securities
owned by MDP  Ventures  in his  capacity  as the holder of the  majority  of the
limited  liability  company  interests of Millennium  Development.  Mr. Jeffries
disclaims  beneficial  ownership in the  securities  of the issuer except to the
extent of his pecuniary interest, if any, therein.


                   By: /s/ Christopher M. Jeffries                   May 9, 2003
                   ----------------------------------                -----------
                   Christopher M. Jeffries                              Date: