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*
Harper John L

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
01/13/2022
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 01/13/2022 P(1) 500 A $22.4356 1,000 I By spouse
Class A Common Stock 140,621(2) D
Class A Common Stock 15,000 I By Frances Harper Trust(3)
Class A Common Stock 15,000 I By Family Trust(4)
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
Explanation of Responses:
1. This transaction may be deemed to be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, with a previously reported sale transaction. The reporting person voluntarily disgorged any profits realized from such transactions to Construction Partners, Inc. (the "Issuer").
2. Includes 60,621 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Issuer's 2018 Equity Incentive Plan that vest as follows: (i) 3,483 shares on September 30, 2023, (ii) 28,485 shares on September 30, 2024, (iii) 27,398 shares on September 30, 2025, and (iv) 1,255 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. The reported shares are held by a trust for which the reporting person serves as sole trustee, and in such capacity holds the sole power to vote and direct the disposition of such shares.
4. The reported shares are held by a trust for which the reporting person serves as co-trustee, and in such capacity shares the power to vote and direct the disposition of such shares.
Remarks:
This Form 4 is being filed late due to inadvertent administrative error.
/s/ R. Alan Palmer, attorney-in-fact 01/11/2023
** 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).
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 Number.