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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) | $ 0.0357 | 08/30/2019(1) | A(1) | 74,592 | 08/30/2019(1) | 12/31/2019(1) | Class B Common Stock | 74,592.00 | (1) | 74,592 | D | ||||
Stock Option (right to buy) | $ 0.0357 | 08/30/2019(2) | M(2) | 74,592 | 08/30/2019 | 12/31/2019 | Class B Common Stock | 74,592.00 | $ 0 | 0 | D | ||||
Class B Common Stock | (3) | 08/30/2019 | M(2) | 74,592 | (3) | (3) | Class A Common Stock | 74,592.00 | $ 0 | 241,441 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Smith Fred Julius III 290 HEALTHWEST DRIVE SUITE 2 DOTHAN, AL 36303 |
Senior Vice President |
/s/ R. Alan Palmer, attorney-in-fact | 08/30/2019 | |
**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) | On August 30, 2019, Construction Partners, Inc. (the "Issuer") and the reporting person entered into an amendment to a preexisting non-plan option agreement (the "Option Agreement"). The Option Agreement had previously provided that the option held by the reporting person (the "Option") to purchase shares of Class B common stock, $0.001 par value, of the Issuer ("Class B common stock") was exercisable only upon a "Change of Control" of the Issuer, as defined in the Option Agreement. As a result of the amendment, the option became immediately exercisable and will expire upon the earliest to occur of (i) December 31, 2019, (ii) a termination of the reporting person's services to the Issuer or (iii) a "Change of Control" of the Company, as defined in the Option Agreement. |
(2) | The reporting person exercised the Option immediately following the effectiveness of the Option Amendment. |
(3) | Each share of Class B common stock is convertible into one share of Class A common stock, $0.001 par value, of the Issuer ("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 Class B common stock are entitled to 10 votes per share. The shares of Class B common stock do not expire. |