Fred J. Smith III - Dec 19, 2023 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Role: President and CEO, Director
Signature: /s/ Judson Ryan Brooks
Stock symbol: ROAD
Transactions as of: Dec 19, 2023
Transactions value $: -$33,950
Form type: 4
Date filed: 12/21/2023, 04:17 PM
Previous filing: Dec 15, 2023
Next filing: May 24, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROAD	Class A Common Stock	Tax liability	-$34K	-776	-0.52%	$43.75	148K	Dec 19, 2023	Direct	F1, 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	Dec 19, 2023	Class A Common Stock	342K		Direct	F4
holding	ROAD	Class B Common Stock						135K	Dec 19, 2023	Class A Common Stock	135K		By Tar Frog Investment Management LLC	F4, F5

* 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 grant of immediately vested shares of Class A common stock on December 13, 2023.
F2	Pursuant to the terms of the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Plan") and the applicable award agreement, the number of shares withheld was determined using a value of $43.75 per share, based on the closing price for a share of Class A common stock on the vesting date.
F3	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.
F4	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.
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.