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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 5.7 | 06/29/2018 | M | 238,773 | (1) | 07/01/2018 | Class B Common Stock | 238,773 | $ 0 | 0 | I | By Grace Ltd. (2) | |||
Class B Common Stock | (3) (4) | 06/29/2018 | M | 238,773 | (3)(4) | (3)(4) | Class A Common Stock | 238,773 | $ 5.7 | 2,662,912 | I | By Grace Ltd. (2) | |||
Class B Common Stock | (3) (4) | 06/29/2018 | F(5) | 162,864 | (3)(4) | (3)(4) | Class A Common Stock | 162,864 | $ 13.17 | 2,500,048 | I | By Grace Ltd. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Owens Charles E 290 HEALTHWEST DRIVE, SUITE 2 DOTHAN, AL 36303 |
X | See Remarks | ||
Grace Ltd. 10 CHATEAU PLACE DOTHAN, AL 36303 |
X |
CHARLES E. OWENS, Name: /s/ Charles E. Owens | 07/03/2018 | |
**Signature of Reporting Person | Date | |
GRACE LTD., Name: /s/ Charles E. Owens, Title: General Partner | 07/03/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These options vested in three substantially equal installments on each of the following dates: July 1, 2012, July 1, 2013 and July 1, 2014. |
(2) | The securities of Construction Partners, Inc. (the "Issuer") reported herein are directly held by Grace Ltd. Charles E. Owens, the President, Chief Executive Officer and a director of the Issuer is the general partner of Grace Ltd. Mr. Owens may be deemed the beneficial owner of the securities of the Issuer held by Grace Ltd. Mr. Owens disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(3) | Each share of Class B Common Stock, par value $0.001 per share ("Class B Common Stock"), of the Issuer is convertible at any time at the option of the holder thereof into one share of Class A Common Stock, par value $0.001 per share ("Class A Common Stock") of the Issuer. 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. Further, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any transfer, whether or not for value, |
(4) | (Continued from Footnote 3) except upon certain transfers described in the Issuer's amended and restated certificate of incorporation. 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. |
(5) | This disposition of shares of Class B Common Stock represents the withholding of shares by the Issuer to pay the exercise price of the options and to satisfy the holder's tax withholding obligation upon the exercise of the options. |
Remarks: Charles E. Owens is President and Chief Executive Officer of Construction Partners, Inc. (the "Issuer"). Mr. Owens also serves on the Board of Directors of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Grace Ltd. is deemed a director by deputization by virtue of its representation on the Board of Directors of the Issuer. |