Construction Partners, Inc. — Director's Dealing 2019

May 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2019-05-13

Reporting Person: Jennings Craig (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-13	Class A Common Stock	A	38192	$12.65	Acquired	38192	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	10046695	Indirect
Class A Common Stock	5942789	Indirect
Class A Common Stock	3235516	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (8265763.0)	8265763	Indirect
Class B Common Stock	$		Class A Common Stock (4889339.0)	4889339	Indirect
Class B Common Stock	$		Class A Common Stock (2661970.0)	2661970	Indirect

Footnotes

F1: Represents restricted shares of Class A common stock, par value $0.001 ("Class A Common Stock") of Construction Partners, Inc. (the "Issuer") granted under the Construction Partners, Inc. 2018 Equity Incentive Plan that will vest as to two-thirds of the shares on January 1, 2021 and as to the remaining one-third of the shares on January 1, 2022.

F2: The reporting person is an executive officer of SunTx Capital Management Corp., the general partner of (i) SunTx CPI Expansion Fund GP, L.P., which in turn serves as general partner of SunTx CPI Expansion Fund, L.P., and (ii) SunTx Capital Partners L.P., which in turn serves as general partner of SunTx Fulcrum Fund Prime, L.P. and SunTx Fulcrum Dutch Investors Prime, L.P. The reporting person may be deemed to beneficially own these securities but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting 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 ("Class B Common Stock"), of the Issuer is convertible into one share of 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 the Class B Common Stock are entitled to 10 votes per share. The shares of Class B Common Stock do not expire.