Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Harper John L
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2. Issuer Name and Ticker or Trading Symbol
Construction Partners, Inc. [ROAD]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Senior Vice President /
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(Last)
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(First)
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(Middle)
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290 HEALTHWEST DRIVE, SUITE 2
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3. Date of Earliest Transaction (Month/Day/Year)
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Harper John L
290 HEALTHWEST DRIVE, SUITE 2
DOTHAN, AL36303
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Senior Vice President
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Signatures
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/s/ John L. Harper
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2024-10-22
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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The reported transaction represents a grant of restricted shares of Class A common stock, par value $0.001 per share ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") pursuant to the Construction Partners, Inc. 2018 Equity Incentive Plan (the "2018 Plan"). The shares of Class A common stock subject to the reported award (the "Class A Market-Based Shares") will vest on the later of (i) the closing of the Issuer's acquisition of Asphalt Inc., LLC (doing business as Lone Star Paving, "Lone Star") pursuant to that certain Unit Purchase Agreement, dated October 20, 2024, by and among the Issuer, Lone Star, the individual sellers listed on the signature pages thereto and John J. Wheeler, in his capacity as the sellers' representative thereunder, and (ii) the first date, if any, that the closing price of the Class A common stock on The Nasdaq Global Select Market equals or exceeds $88.00 per share,
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(2)
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(Continued from footnote 1) provided that (x) such date occurs on or before the fourth (4th) anniversary of the grant date and (y) the reporting person is employed by, or providing services to, the Issuer on the vesting date.
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(3)
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In addition to the Class A Market-Based Shares, includes 31,437 restricted shares of Class A common stock with time-based vesting criteria previously granted under the 2018 Plan that vest as follows: (i) 28,326 shares on September 30, 2025, (ii) 2,183 shares on September 30, 2026, and (iii) 928 shares on September 30, 2027. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares.
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(4)
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The reported shares are held by a trust for which the reporting person serves as sole trustee, and in such capacity holds the sole power to vote and direct the disposition of such shares.
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(5)
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The reported shares are held by a trust for which the reporting person serves as co-trustee, and in such capacity shares the power to vote and direct the disposition of such shares.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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