Fred J. Smith III - Dec 17, 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
Dec 17, 2024
Transactions value $
$0
Form type
4
Date filed
12/19/2024, 05:59 PM
Previous filing
Nov 20, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROAD Class A Common Stock Award $0 +12.4K +12.88% $0.00 109K Dec 17, 2024 Direct F1, F2
transaction ROAD Class A Common Stock Award $0 +3.59K +3.31% $0.00 112K Dec 17, 2024 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 381K Dec 17, 2024 Class A Common Stock 381K Direct F4
holding ROAD Class B Common Stock 135K Dec 17, 2024 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 On December 29, 2021, the reporting person was granted 14,375 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 2022, 2023 and 2024 fiscal years. The performance criteria for were partially met, resulting in the vesting of 12,398 PSUs.
F2 Includes 61,674 restricted shares of Class A common stock, $0.001 par value ("Class A common stock"), with time-based vesting criteria previously granted under the Plan that vest as follows: (i) 55,876 shares on September 30, 2025, (ii) 3,960 shares on September 30, 2026, and (iii) 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 The reported transaction represents a grant of immediately vested shares of Class A common stock under the Plan.
F4 Each share of Class B common stock, $0.001 par value, of the Issuer ("Class B common stock") 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.