Statement of Changes in Beneficial Ownership (4)
April 16 2021 - 4:35PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Smith Fred Julius III |
2. Issuer Name and Ticker or Trading Symbol
Construction Partners, Inc.
[
ROAD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
290 HEALTHWEST DRIVE, SUITE 2 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/15/2021 |
(Street)
DOTHAN, AL 36303
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 4/15/2021 | | A | | 7333 (1) | A | $0 | 17333 | D | |
Class A Common Stock | 4/15/2021 | | A | | 100000 (2) | A | $0 | 117333 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Common Stock | (3) | | | | | | | (3) | (3) | Class A Common Stock | 281441.0 | | 281441 | D | |
Class B Common Stock | (3) | | | | | | | (3) | (3) | Class A Common Stock | 134582.0 | | 134582 | I | By entity (4) |
Explanation of Responses: |
(1) | The reported transaction represents a grant of restricted shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Company") with time-based vesting criteria under the Company's 2018 Equity Incentive Plan (the "Plan"). The shares of Class A common stock subject to the reported award vest in one-fourth installments on September 30, 2021, 2022, 2023 and 2024. Under the terms of the award agreement, the reporting person has sole voting power with respect to the reported shares. |
(2) | The reported transaction represents a grant of restricted shares of Class A common stock with time-based vesting criteria under the Plan. The shares of Class A common stock subject to the reported award vest in one-half installments on September 30, 2024 and 2025. Under the terms of the award agreement, the reporting person has sole voting power with respect to the reported shares. |
(3) | Each share of Class B common stock, par value $0.001 per share ("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. |
(4) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Smith Fred Julius III 290 HEALTHWEST DRIVE SUITE 2 DOTHAN, AL 36303 |
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| President and CEO |
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Signatures
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/s/ R. Alan Palmer, attorney-in-fact | | 4/16/2021 |
**Signature of Reporting Person | Date |
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