Construction Partners, Inc. — Director's Dealing 2020

May 12, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2020-05-08

Reporting Person: Owens Charles E (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-08	Class B Common Stock	$	J	1250048	Disposed		Class A Common Stock (1250048.0)	Indirect
2020-05-08	Class B Common Stock	$	J	625102	Acquired		Class A Common Stock (625102.0)	Indirect

Footnotes

F1: Each share of Class B common stock, par value $0.001 per share ("Class B common stock"), of Construction Partners, Inc. (the "Issuer") is convertible into one share of Class A common stock, par value $0.001 per share ("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.

F2: The reporting person serves as general partner of Grace, Ltd., an Alabama limited partnership, and in such capacity holds sole power to vote the shares of Class B common stock of the Issuer held by Grace, Ltd. On May 8, 2020, Grace, Ltd. distributed, for no consideration, 1,250,048 shares of Class B common stock to certain of its limited partners, in amounts representing each such partner's pro rata interest in the shares of Class B common stock held by Grace, Ltd. at the time of the distribution.

F3: Represents the receipt of shares of Class B common stock by certain trusts for which the reporting person serves as sole trustee in connection with the distribution of Class B common stock by Grace, Ltd. described in note 2 above.