Judson Ryan Brooks - Oct 20, 2024 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Role: Senior Vice President, Legal
Signature: /s/ Judson Ryan Brooks
Stock symbol: ROAD
Transactions as of: Oct 20, 2024
Transactions value $: $0
Form type: 4
Date filed: 10/22/2024, 07:07 PM
Previous filing: Oct 3, 2024
Next filing: Nov 20, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROAD	Class A Common Stock	Award	$0	+4K	+13.49%	$0.00	33.6K	Oct 20, 2024	Direct	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ROAD	Class B Common Stock	Award	$0	+11K		$0.00	11K	Oct 20, 2024	Class A Common Stock	11K		Direct	F4, F5
holding	ROAD	Restricted Stock Units						957	Oct 20, 2024	Class A Common Stock	957		Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reported transaction represents a grant of restricted shares of Class A common stock, par value $0.001 per share ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") pursuant to the Construction Partners, Inc. 2018 Equity Incentive Plan (the "2018 Plan"). The shares of Class A common stock subject to the reported award (the "Class A Market-Based Shares") will vest on the later of (i) the closing of the Issuer's acquisition of Asphalt Inc., LLC (doing business as Lone Star Paving, "Lone Star") pursuant to that certain Unit Purchase Agreement, dated October 20, 2024, by and among the Issuer, Lone Star, the individual sellers listed on the signature pages thereto and John J. Wheeler, in his capacity as the sellers' representative thereunder (the "Acquisition"), and (ii) the first date, if any, that the closing price of the Class A common stock on The Nasdaq Global Select Market ("Nasdaq") equals or exceeds $88.00 per share,
F2	(Continued from footnote 1) provided that (x) such date occurs on or before the fourth (4th) anniversary of the grant date and (y) the reporting person is employed by, or providing services to, the Issuer on the vesting date.
F3	In addition to the Class A Market-Based Shares, includes 15,812 restricted shares of Class A common stock with time-based vesting criteria previously granted under the 2018 Plan that vest as follows: (i) 14,358 shares on September 30, 2025, (ii) 1,135 shares on September 30, 2026, and (iii) 319 shares on September 30, 2027. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares.
F4	Each share of Class B common stock, par value $0.001 per share, of the Issuer ("Class B common stock") is convertible into one share of Class A common stock (i) at any time at the option of the holder or (ii) upon any transfer, except for certain transfers described in the Issuer's amended and restated certificate of incorporation. In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B common stock, all outstanding shares of Class B common stock will be converted into shares of Class A common stock. The holders of Class A common stock and Class B common stock vote as a single class on all matters submitted to a vote of stockholders. The holders of Class A common stock are entitled to one vote per share, and the holders of the Class B common stock are entitled to 10 votes per share. The shares of Class B common stock do not expire.
F5	The reported transaction represents a grant of restricted shares of Class B common stock pursuant to the Construction Partners, Inc. 2024 Restricted Stock Plan. The shares of Class B common stock subject to the reported award will vest on the later of (i) the closing of the Acquisition and (y) the first date, if any, that the closing price of the Class A common stock on Nasdaq equals or exceeds $88.00 per share, provided that (x) such date occurs on or before the fourth (4th) anniversary of the grant date and (y) the reporting person is employed by, or providing services to, the Issuer on the vesting date.
F6	Each restricted stock unit represents a contingent right to receive cash in an amount equal to the value of one share of Class A common stock on the applicable vesting date. The reported restricted stock units do not expire and vest in equal installments on each of September 30, 2025, 2026 and 2027.