Construction Partners, Inc. — Director's Dealing 2022

Jan 14, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2022-01-14

Reporting Person: Palmer Royce Alan (EVP, Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-14	Class B Common Stock	$	S	50000	Disposed		Class A Common Stock (50000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	31500	Direct

Footnotes

F1: Includes 20,000 restricted shares of Class A common stock, $0.001 par value ("Class A common stock") of Construction Partners, Inc. (the "Company") with time-based vesting criteria granted under the Construction Partners, Inc. 2018 Equity Incentive Plan that vest in one-half increments on September 30, 2024 and 2025. Under the terms of the award agreement, the reporting person has sole voting power with respect to the reported shares.

F2: Each share of Class B common stock, $0.001 par value ("Class B common stock"), of the Company 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 Company'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.

F3: The reported transaction represents a privately negotiated sale of Class B common stock to another holder of Class B common stock.