Fred J. Smith III - Dec 29, 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: Dec 29, 2021
Transactions value $: $0
Form type: 4
Date filed: 1/3/2022, 09:55 AM
Previous filing: Oct 22, 2021
Next filing: Jan 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROAD	Class A Common Stock	Award	$0	+7.67K	+6.56%	$0.00	124K	Dec 29, 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	Dec 29, 2021	Class A Common Stock	292K		Direct	F3
holding	ROAD	Class B Common Stock						135K	Dec 29, 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	The reported transaction represents a grant of restricted shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Company") with time-based vesting criteria under the Company's 2018 Equity Incentive Plan (the "Equity Incentive Plan"). The shares of Class A common stock subject to the reported award vest in one-fourth installments on September 30, 2022, 2023, 2024 and 2025. Under the terms of the award agreement, the reporting person has sole voting power with respect to the reported shares.
F2	Includes 120,666 restricted shares of Class A common stock with time-based vesting criteria granted under the Equity Incentive Plan that vest as follows: (i) 7,500 shares in one-third increments on January 4, 2022, 2023 and 2024, (ii) 5,500 shares in one-third increments on September 30, 2022, 2023 and 2024, (iii) 7,666 shares in one-fourth increments on September 30, 2022, 2023, 2024 and 2025, and (iv) 100,000 shares in one-half increments 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, $0.001 par value ("Class B common stock"), of the Company 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 Company'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.