Construction Partners, Inc. — Director's Dealing 2018

Jul 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2018-06-29

Reporting Person: Owens Charles E (Director, See Remarks)
Reporting Person: Grace Ltd. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-29	Stock Option (right to buy)	$5.70	M	238773	Disposed	2018-07-01	Class B Common Stock (238773)	Indirect
2018-06-29	Class B Common Stock	$	M	238773	Acquired		Class A Common Stock (238773)	Indirect
2018-06-29	Class B Common Stock	$	F	162864	Disposed		Class A Common Stock (162864)	Indirect

Footnotes

F1: These options vested in three substantially equal installments on each of the following dates: July 1, 2012, July 1, 2013 and July 1, 2014.

F2: The securities of Construction Partners, Inc. (the "Issuer") reported herein are directly held by Grace Ltd. Charles E. Owens, the President, Chief Executive Officer and a director of the Issuer is the general partner of Grace Ltd. Mr. Owens may be deemed the beneficial owner of the securities of the Issuer held by Grace Ltd. Mr. Owens disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3: Each share of Class B Common Stock, par value $0.001 per share ("Class B Common Stock"), of the Issuer is convertible at any time at the option of the holder thereof into one share of Class A Common Stock, par value $0.001 per share ("Class A Common Stock") of the Issuer. 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. Further, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any transfer, whether or not for value,

F4: (Continued from Footnote 3) except upon certain transfers described in the Issuer's amended and restated certificate of incorporation. 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.

F5: This disposition of shares of Class B Common Stock represents the withholding of shares by the Issuer to pay the exercise price of the options and to satisfy the holder's tax withholding obligation upon the exercise of the options.