0001718227-23-000108.txt : 20231215 0001718227-23-000108.hdr.sgml : 20231215 20231215160402 ACCESSION NUMBER: 0001718227-23-000108 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: Smith Fred Julius III CENTRAL INDEX KEY: 0001739258 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38479 FILM NUMBER: 231490248 MAIL ADDRESS: STREET 1: 701 CORPORATE CENTER DRIVE, SUITE 101 CITY: RALEIGH STATE: TX ZIP: 27607 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_1702674231.xml FORM 4 X0508 4 2023-12-13 0 0001718227 Construction Partners, Inc. ROAD 0001739258 Smith Fred Julius III 290 HEALTHWEST DRIVE SUITE 2 DOTHAN AL 36303 1 1 0 0 President and CEO 0 Class A Common Stock 2023-12-13 4 A 0 11859 0 A 142006 D Class A Common Stock 2023-12-13 4 A 0 2635 0 A 144641 D Class A Common Stock 2023-12-13 4 A 0 7352 0 A 151993 D Class A Common Stock 2023-12-14 4 F 0 3492 43.35 D 148501 D Class B Common Stock Class A Common Stock 341941 341941 D Class B Common Stock Class A Common Stock 134582 134582 I By Tar Frog Investment Management LLC On December 29, 2021, the reporting person was granted 13,750 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 11,859 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 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. Represents shares of Class A common stock surrendered to the Issuer to satisfy tax withholding obligations upon the vesting of the PSUs. 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. Each share of Class B common stock, par value $0.001 per share ("Class B common stock"), of Construction Partners, Inc. (the "Issuer") is convertible into one share of Class A common stock, par value $0.001 per share ("Class A common stock") of the Issuer (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 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. /s/ Fred J. Smith, III 2023-12-15