Fred J. Smith III - Dec 13, 2023 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Role
President and CEO, Director
Signature
/s/ Fred J. Smith, III
Stock symbol
ROAD
Transactions as of
Dec 13, 2023
Transactions value $
-$151,378
Form type
4
Date filed
12/15/2023, 04:04 PM
Previous filing
Oct 4, 2023
Next filing
Dec 21, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROAD Class A Common Stock Award $0 +11.9K +9.11% $0.00 142K Dec 13, 2023 Direct F1
transaction ROAD Class A Common Stock Award $0 +2.64K +1.86% $0.00 145K Dec 13, 2023 Direct F2
transaction ROAD Class A Common Stock Award $0 +7.35K +5.08% $0.00 152K Dec 13, 2023 Direct F3, F4
transaction ROAD Class A Common Stock Tax liability -$151K -3.49K -2.3% $43.35 149K Dec 14, 2023 Direct F4, F5

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 Dec 13, 2023 Class A Common Stock 342K Direct F6
holding ROAD Class B Common Stock 135K Dec 13, 2023 Class A Common Stock 135K By Tar Frog Investment Management LLC F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 29, 2021, the reporting person was granted 13,750 performance-based restricted stock units ("PSUs") pursuant to the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Plan"). The PSUs vested in a single lump-sum based on the satisfaction by Construction Partners, Inc. (the "Issuer") of certain performance criteria for the three-year period comprising the 2021, 2022 and 2023 fiscal years. The performance criteria for were partially met, resulting in the vesting of 11,859 PSUs.
F2 The reported transaction represents a grant of immediately vested shares of Class A common stock, $0.001 par value ("Class A common stock"), of the Issuer under the Plan.
F3 The reported transaction represents a grant of restricted shares of Class A common stock of the Issuer with time-based vesting criteria under the Plan. The shares of Class A common stock subject to the reported award vest in one-fourth installments on September 30, 2024, 2025, 2026 and 2027. Under the terms of the award agreement, the reporting person has sole voting power with respect to the reported shares.
F4 Includes 121,882 restricted shares of Class A common stock with time-based vesting criteria granted under the Plan that vest as follows: (i) 2,500 shares on January 4, 2024, (ii) 57,708 shares on September 30, 2024, (iii) 55,876 shares on September 30, 2025, (iv) 3,960 shares on September 30, 2026, and (iv) 1,838 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.
F5 Represents shares of Class A common stock surrendered to the Issuer to satisfy tax withholding obligations upon the vesting of the PSUs.
F6 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.
F7 Each share of Class B common stock, par value $0.001 per share ("Class B common stock"), of Construction Partners, Inc. (the "Issuer") is convertible into one share of Class A common stock, par value $0.001 per share ("Class A common stock") of the Issuer (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.
F8 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.