Fred J. Smith III - May 22, 2024 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: May 22, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/24/2024, 04:15 PM
Previous 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	Disposed to Issuer	$0	-28.3K	-19.19%	$0.00	119K	May 22, 2024	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
transaction	ROAD	Class B Common Stock	Award	$0	+28.3K	+8.29%	$0.00	370K	May 22, 2024	Class A Common Stock	28.3K		Direct	F3, F4
holding	ROAD	Class B Common Stock						135K	May 22, 2024	Class A Common Stock	135K		By Tar Frog Investment Management LLC	F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-3(e) promulgated thereunder.
F2	Represents restricted shares of Class A common stock, par value $0.001 ("Class A common stock") of Construction Partners, Inc. (the "Issuer") with time-based vesting criteria previously granted to the reporting person under the Construction Partners, Inc. 2018 Equity Incentive Plan Plan that vest as follows: (i) 57,708 shares on September 30, 2024, (ii) 55,876 shares on September 30, 2025, (iii) 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.
F3	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.
F4	This transaction was exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(d) promulgated thereunder.
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.