144: Filer Information
| Filer CIK | 0002024296 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? |  LIVE
 TEST
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Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
| Form 144 Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | |
FORM 144 |
144: Issuer Information
| Name of Issuer | Construction Partners, Inc. |
| SEC File Number | 001-38479 |
| Address of Issuer | 290 HEALTHWEST DR. SUITE 2 DOTHAN ALABAMA 36303 |
| Phone | 334.673.9763 |
| Name of Person for Whose Account the Securities are To Be Sold | NNFIII ROAD, LLC |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
| |
| Relationship to Issuer | Affiliate(1) |
144: Securities Information
| Title of the Class of Securities To Be Sold | Class A Common Stock(2) |
| Name and Address of the Broker | JP Morgan Securities LLC 383 Madison Avenue New York NY 10179 |
| Number of Shares or Other Units To Be Sold | 300000 |
| Aggregate Market Value | 17844000.00 |
| Number of Shares or Other Units Outstanding | 43828855 |
| Approximate Date of Sale | 05/29/2024 |
| Name the Securities Exchange | NASDAQ |
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
144: Securities To Be Sold
| Title of the Class | Class A common stock (2) | ||||
| Date you Acquired | 05/23/2024 | ||||
| Nature of Acquisition Transaction | Shares issuable upon conversion of Class B shares contributed for equity interests in filing person | ||||
| Name of Person from Whom Acquired | Malachi Holdings Limited Partnership | ||||
| |||||
| Amount of Securities Acquired | 300000 | ||||
| Date of Payment | 05/23/2024 | ||||
| Nature of Payment | Contribution of Class B shares for equity interests in filing person | ||||
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
144: Securities Sold During The Past 3 Months
| Nothing to Report |  |
144: Remarks and Signature
| Remarks | (1) NNFIII ROAD, LLC (NNFIII) is controlled by Ned N. Fleming, III, a director of Construction Partners, Inc. (2) In accordance with the procedures described in no-action letters from the SEC, on the date hereof, NNFIII entered into a variable prepaid forward contract (Contract) with JPMorgan Chase Bank, N.A., initially secured by 300,000 shares of Class B common stock, which convert into Class A common stock on a one-for-one basis. The Contract provides for an up-front cash payment to NNFIII based on the current market price of the Class A common stock. On the settlement date, NNFIII will settle with a cash payment (or an equivalent number of shares of Class A common stock) determined based on the price of the Class A common stock at settlement relative to an agreed forward floor price and forward cap price, with the aggregate number not to exceed 300,000 shares of Class A common stock. |
| Date of Notice | 05/29/2024 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | /s/ Ned N. Fleming, III |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |