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
                      

1. Name and Address of Reporting Person *

Flowers Robert P.
2. Issuer Name and Ticker or Trading Symbol

Construction Partners, Inc. [ ROAD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Senior Vice President
(Last)          (First)          (Middle)

290 HEALTHWEST DRIVE, SUITE 2
3. Date of Earliest Transaction (MM/DD/YYYY)

11/3/2022
(Street)

DOTHAN, AL 36303
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/3/2022  A  4810 (1)A$0 63635 (2)D  
Class A Common Stock 11/4/2022  F  268 (3)D$26.23 63367 (2)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (4)           (4) (4)Class A Common Stock 5990.0  5990 D  

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 "Issuer") with time-based vesting criteria under the Issuer's 2018 Equity Incentive Plan (the "Equity Incentive Plan"). The shares of Class A common stock subject to the reported award vest in one-fourth installments on September 30, 2023, 2024, 2025 and 2026. Under the terms of the award agreement, the reporting person has sole voting power with respect to the reported shares.
(2) Includes 60,218 restricted shares of Class A common stock with time-based vesting criteria granted under the Equity Incentive Plan that vest as follows: (i) 3,354 shares on September 30, 2023, (ii) 28,354 shares on September 30, 2024, (iii) 27,306 shares on September 30, 2025, and (iv) 1,204 shares on September 30, 2026. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares.
(3) Represents shares of Class A common stock surrendered to the Issuer to satisfy tax withholding obligations upon the vesting of an award of restricted Class A common stock. Pursuant to the Equity Incentive Plan and the applicable award agreement, the number of shares withheld was determined using a value of $26.23 per share, based on the closing price for a share of Class A common stock on September 30, 2022, the vesting date.
(4) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Flowers Robert P.
290 HEALTHWEST DRIVE, SUITE 2
DOTHAN, AL 36303


Senior Vice President

Signatures
/s/ R. Alan Palmer, attorney-in-fact11/4/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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