Fred J. Smith III - Oct 20, 2021 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Role: President and CEO
Signature: /s/ R. Alan Palmer, attorney-in-fact
Stock symbol: ROAD
Transactions as of: Oct 20, 2021
Transactions value $: -$16,718
Form type: 4
Date filed: 10/22/2021, 01:15 PM
Previous filing: Jul 1, 2021
Next filing: Jan 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROAD	Class A Common Stock	Tax liability	-$16.7K	-501	-0.43%	$33.37	117K	Oct 20, 2021	Direct	F1, F2

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
holding	ROAD	Class B Common Stock						292K	Oct 20, 2021	Class A Common Stock	292K		Direct	F3
holding	ROAD	Class B Common Stock						135K	Oct 20, 2021	Class A Common Stock	135K		By entity	F3, F4

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

Explanation of Responses:

Id	Content
F1	Represents shares of Class A common stock, par value $0.001 ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") surrendered to the Issuer to satisfy tax withholding obligations upon the vesting of an award of restricted Class A common stock. Pursuant to the Construction Partners, Inc. 2018 Equity Incentive Plan (the "2018 Equity Incentive Plan") and the applicable award agreement, the number of shares withheld was determined using a value of $33.37 per share, based on the closing price for a share of Class A common stock on September 30, 2021, the vesting date.
F2	Includes 113,000 restricted shares of Class A common stock with time-based vesting criteria previously granted to the reporting person under the 2018 Equity Incentive Plan. Of such shares, (i) a remaining award of 7,500 shares vests in equal installments on January 4, 2022, 2023 and 2024, (ii) a remaining award of 5,500 shares vests in equal installments on September 30, 2022, 2023 and 2024 and (iii) an award of 100,000 shares vests in one-half installments on September 30, 2024 and 2025. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares.
F3	Each share of Class B common stock, par value $0.001 per share ("Class B common stock"), of the Issuer 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.
F4	The reported shares are held by a limited liability company for which the reporting person serves as co-manager, and, in such capacity, shares the power to vote and direct the disposition of the shares.