0001718227-23-000107.txt : 20231215
0001718227-23-000107.hdr.sgml : 20231215
20231215160346
ACCESSION NUMBER: 0001718227-23-000107
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231213
FILED AS OF DATE: 20231215
DATE AS OF CHANGE: 20231215
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fleming Ned N. IV
CENTRAL INDEX KEY: 0001987592
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 231490243
MAIL ADDRESS:
STREET 1: 5420 LBJ FREEWAY
STREET 2: SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75240
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Construction Partners, Inc.
CENTRAL INDEX KEY: 0001718227
STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600]
IRS NUMBER: 260758017
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 290 HEALTHWEST DR.
STREET 2: SUITE 2
CITY: DOTHAN
STATE: AL
ZIP: 36303
BUSINESS PHONE: 334.673.9763
MAIL ADDRESS:
STREET 1: 290 HEALTHWEST DR.
STREET 2: SUITE 2
CITY: DOTHAN
STATE: AL
ZIP: 36303
4
1
wk-form4_1702674208.xml
FORM 4
X0508
4
2023-12-13
0
0001718227
Construction Partners, Inc.
ROAD
0001987592
Fleming Ned N. IV
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
0
0
0
1
Member of 10% owner group
0
Class A Common Stock
2023-12-13
4
A
0
2264
0
A
34022
D
Class A Common Stock
2023-12-13
4
A
0
503
0
A
34525
D
Class A Common Stock
2023-12-13
4
A
0
1218
0
A
35743
D
Class A Common Stock
2023-12-14
4
F
0
667
43.35
D
35076
D
Restricted Stock Units
2023-12-13
4
A
0
1218
0
A
Class A Common Stock
1218
1218
D
Class B Common Stock
Class A Common Stock
76190
76190
D
Class B Common Stock
Class A Common Stock
241008
241008
I
By the Ned N. Fleming, IV 2013 Trust
On December 29, 2021, the reporting person was granted 2,625 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 2,264 PSUs.
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.
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.
Includes 29,979 restricted shares of Class A common stock with time-based vesting criteria granted under the Plan that vest as follows: (i) 14,631 shares on September 30, 2024, (ii) 14,067 shares on September 30, 2025, (iii) 978 shares on September 30, 2026, and (iv) 305 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.
Represents shares of Class A common stock surrendered to the Issuer to satisfy tax withholding obligations upon the vesting of the PSUs.
Each restricted stock unit represents a contingent right to receive cash in an amount equal to the value of one share of Class A common stock on the applicable vesting date.
The restricted stock units vest in one-fourth installments beginning on the first September 30 following the grant date and on September 30 of each of the next three succeeding years.
Each share of Class B common stock, par value $0.001 per share ("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.
The reported shares are owned directly by the Ned N. Fleming, IV 2013 Trust (the "Trust") and indirectly by Ned N. Fleming, IV as trustee of the Trust. Each of the Trust and Ned N. Fleming, IV are members of a 10% owner group of the Issuer.
/s/ Ned N. Fleming, IV
2023-12-15