Fred J. Smith III - Nov 3, 2022 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Role: President and CEO, Director
Signature: /s/ R. Alan Palmer, attorney-in-fact
Stock symbol: ROAD
Transactions as of: Nov 3, 2022
Transactions value $: -$28,932
Form type: 4
Date filed: 11/4/2022, 04:37 PM
Previous filing: Jan 14, 2022
Next filing: Oct 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROAD	Class A Common Stock	Award	$0	+8.48K	+6.81%	$0.00	133K	Nov 3, 2022	Direct	F1, F2
transaction	ROAD	Class A Common Stock	Tax liability	-$28.9K	-1.1K	-0.83%	$26.23	132K	Nov 4, 2022	Direct	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
holding	ROAD	Class B Common Stock						342K	Nov 3, 2022	Class A Common Stock	342K		Direct	F4
holding	ROAD	Class B Common Stock						135K	Nov 3, 2022	Class A Common Stock	135K		By entity	F4, F5

* 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 "Issuer") with time-based vesting criteria under the Issuer'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, 2023, 2024, 2025 and 2026. Under the terms of the award agreement, the reporting person has sole voting power with respect to the reported shares.
F2	Includes 122,899 restricted shares of Class A common stock with time-based vesting criteria granted under the Equity Incentive Plan that vest as follows: (i) 5,869 shares on September 30, 2023, (ii) 55,870 shares on September 30, 2024, (iii) 54,038 shares on September 30, 2025, and (iv) 2,122 shares on September 30, 2026. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares.
F3	Represents shares of Class A common stock surrendered to the Issuer to satisfy tax withholding obligations upon the vesting of an award of restricted Class A common stock. Pursuant to the Equity Incentive Plan and the applicable award agreement, the number of shares withheld was determined using a value of $26.23 per share, based on the closing price for a share of Class A common stock on September 30, 2022, the vesting date.
F4	Each share of Class B common stock, $0.001 par value ("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.
F5	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.