Michael Brett Armstrong - Dec 13, 2023 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Role: Senior Vice President
Signature: /s/ Michael Brett Armstrong
Stock symbol: ROAD
Transactions as of: Dec 13, 2023
Transactions value $: -$69,533
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	+5.46K	+10.52%	$0.00	57.4K	Dec 13, 2023	Direct	F1
transaction	ROAD	Class A Common Stock	Award	$0	+1.21K	+2.11%	$0.00	58.6K	Dec 13, 2023	Direct	F2
transaction	ROAD	Class A Common Stock	Award	$0	+3.68K	+6.27%	$0.00	62.3K	Dec 13, 2023	Direct	F3, F4
transaction	ROAD	Class A Common Stock	Tax liability	-$69.5K	-1.6K	-2.57%	$43.35	60.7K	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						20.2K	Dec 13, 2023	Class A Common Stock	20.2K		Direct	F6

* 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 6,333 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 5,462 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 50,118 restricted shares of Class A common stock with time-based vesting criteria granted under the Plan that vest as follows: (i) 24,032 shares on September 30, 2024, (ii) 23,082 shares on September 30, 2025, (iii) 2,085 shares on September 30, 2026, and (iv) 919 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.