SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Smith Fred Julius III
(Last) (First) (Middle)
290 HEALTHWEST DRIVE
SUITE 2
(Street)
DOTHAN AL 36303
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Construction Partners, Inc. [ ROAD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/03/2022 A 8,482(1) A $0 132,980(2) D
Class A Common Stock 11/04/2022 F 1,103(3) D $26.23 131,877(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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 (4) (4) (4) Class A Common Stock 341,941 341,941 D
Class B Common Stock (4) (4) (4) Class A Common Stock 134,582 134,582 I By entity(5)
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 122,899 restricted shares of Class A common stock with time-based vesting criteria granted under the Equity Incentive Plan that vest as follows: (i) 5,869 shares on September 30, 2023, (ii) 55,870 shares on September 30, 2024, (iii) 54,038 shares on September 30, 2025, and (iv) 2,122 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.
5. 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.
Remarks:
/s/ R. Alan Palmer, attorney-in-fact 11/04/2022
** Signature of Reporting Person Date
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).
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