0001718227-24-000040.txt : 20240524 0001718227-24-000040.hdr.sgml : 20240524 20240524161503 ACCESSION NUMBER: 0001718227-24-000040 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240522 FILED AS OF DATE: 20240524 DATE AS OF CHANGE: 20240524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Fred Julius III CENTRAL INDEX KEY: 0001739258 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38479 FILM NUMBER: 24984512 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] ORGANIZATION NAME: 05 Real Estate & Construction 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_1716581674.xml FORM 4 X0508 4 2024-05-22 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 2024-05-22 4 D 0 28343 0 D 119382 D Class B Common Stock 2024-05-22 4 A 0 28343 0 A Class A Common Stock 28343 370284 D Class B Common Stock Class A Common Stock 134582 134582 I By Tar Frog Investment Management LLC 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. 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. 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. This transaction was exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(d) promulgated thereunder. 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 2024-05-24