Construction Partners, Inc. — Director's Dealing 2019

Aug 30, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2019-08-30

Reporting Person: Smith Fred Julius III (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-30	Stock Option (right to buy)	$0.0357	A	74592	Acquired	2019-12-31	Class B Common Stock (74592.0)	Direct
2019-08-30	Stock Option (right to buy)	$0.0357	M	74592	Disposed	2019-12-31	Class B Common Stock (74592.0)	Direct
2019-08-30	Class B Common Stock	$	M	74592	Acquired		Class A Common Stock (74592.0)	Direct

Footnotes

F1: On August 30, 2019, Construction Partners, Inc. (the "Issuer") and the reporting person entered into an amendment to a preexisting non-plan option agreement (the "Option Agreement"). The Option Agreement had previously provided that the option held by the reporting person (the "Option") to purchase shares of Class B common stock, $0.001 par value, of the Issuer ("Class B common stock") was exercisable only upon a "Change of Control" of the Issuer, as defined in the Option Agreement. As a result of the amendment, the option became immediately exercisable and will expire upon the earliest to occur of (i) December 31, 2019, (ii) a termination of the reporting person's services to the Issuer or (iii) a "Change of Control" of the Company, as defined in the Option Agreement.

F2: The reporting person exercised the Option immediately following the effectiveness of the Option Amendment.

F3: Each share of Class B common stock is convertible into one share of Class A common stock, $0.001 par value, of the Issuer ("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 Class B common stock are entitled to 10 votes per share. The shares of Class B common stock do not expire.