FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Construction Partners, Inc. [ ROAD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/09/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 12/09/2024 | S | 1,445 | D | $98.75(1) | 128,846 | I | By Grace, Ltd.(2) | ||
Class A Common Stock | 12/09/2024 | S | 680 | D | $99.12(3) | 128,166 | I | By Grace, Ltd.(2) | ||
Class A Common Stock | 12/09/2024 | S | 7,304 | D | $101.16(4) | 120,862 | I | By Grace, Ltd.(2) | ||
Class A Common Stock | 12/09/2024 | S | 288 | D | $102.22(5) | 120,574 | I | By Grace, Ltd.(2) | ||
Class A Common Stock | 12/10/2024 | S | 1,761 | D | $99.14(6) | 118,813 | I | By Grace, Ltd.(2) | ||
Class A Common Stock | 12/11/2024 | S | 15,738 | D | $98.19(7) | 103,075 | I | By Grace, Ltd.(2) | ||
Class A Common Stock | 12/11/2024 | S | 465 | D | $99.12(8) | 102,610 | I | By Grace, Ltd.(2) |
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 | (9) | (9) | (9) | Class A Common Stock | 1,000,000 | 1,000,000 | I | By Grace, Ltd.(2) | |||||||
Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 7,069 | 7,069(10) | D |
Explanation of Responses: |
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.02 to $99.00, inclusive. The reporting person undertakes to provide to Construction Partners, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. |
2. The reported shares are held by Grace, Ltd., an Alabama limited partnership, for which the reporting person serves as general partner, and in such capacity holds the sole power to vote and direct the disposition of such shares. |
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.02 to $99.17, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.00 to $101.90, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.18 to $102.27, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.00 to $99.35, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. |
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.00 to $98.92, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. |
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.00 to $99.34, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. |
9. 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, $0.001 par value ("Class A common stock"), of the Issuer (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. |
10. Includes 294 previously unreported shares of Class B common stock received by the reporting person in December 2024 in connection with a pro rata distribution of shares of Class B common stock for no consideration from a limited partnership in which the reporting person is a limited partner. |
Remarks: |
/s/ Charles E. Owens | 12/11/2024 | |
** 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.