0000899243-18-011429.txt : 20180503 0000899243-18-011429.hdr.sgml : 20180503 20180503193710 ACCESSION NUMBER: 0000899243-18-011429 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180503 FILED AS OF DATE: 20180503 DATE AS OF CHANGE: 20180503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McKay Michael H CENTRAL INDEX KEY: 0001739309 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38479 FILM NUMBER: 18805642 MAIL ADDRESS: STREET 1: 536 WALNUT STREET CITY: NEWTON STATE: MA ZIP: 02460 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Construction Partners, Inc. CENTRAL INDEX KEY: 0001718227 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 260758017 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 290 HEALTHWEST DR. STREET 2: SUITE 2 CITY: DOTHAN STATE: AL ZIP: 36303 BUSINESS PHONE: 334.673.9763 MAIL ADDRESS: STREET 1: 290 HEALTHWEST DR. STREET 2: SUITE 2 CITY: DOTHAN STATE: AL ZIP: 36303 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-05-03 0 0001718227 Construction Partners, Inc. ROAD 0001739309 McKay Michael H 290 HEALTHWEST DRIVE, SUITE 2 DOTHAN AL 36303 1 0 0 0 Class B Common Stock Class A Common Stock 35406 D 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 at any time at the option of the holder thereof into one share of Class A Common Stock, par value $0.001 per share ("Class A Common Stock") of the Issuer. 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. Further, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any transfer, whether or not for value, except upon certain transfers described in the Issuer's amended and restated certificate of incorporation. (Continued from Footnote 1) 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. Exhibit List Exhibit 24 - Confirming Statement /s/ R. Alan Palmer, attorney-in-fact 2018-05-03 EX-24 2 attachment1.htm EX-24 DOCUMENT
                             CONSTRUCTION PARTNERS, INC.

     LIMITED POWER OF ATTORNEY FOR SECTION 13 AND SECTION 16 FILINGS

        I, Michael H. McKay, of 536 Walnut Street, Newton, Massachusetts 02460,
do hereby make, constitute and appoint Charles E. Owens and R. Alan Palmer, my
true and lawful attorneys for the purposes hereinafter set forth, effective as
of this 3rd day of May, 2018.

        References in this limited power of attorney to "my Attorney" are to
each of the persons named above and to the person or persons substituted
hereunder pursuant to the power of substitution granted herein.

        I hereby grant to my Attorney, for me and in my name, place and stead,
the power:

     1. To execute for and on my behalf, in my capacity as a stockholder of
        Construction Partners, Inc., a Delaware corporation (the "Company"), any
        Schedule 13D and Schedule 13G, and all and any amendments thereto, in
        accordance with Section 13 of the Securities Exchange Act of 1934 and
        the rules and regulations promulgated thereunder (the "Exchange Act");

     2. To execute for and on my behalf, in my capacity as an officer, director
        and/or stockholder of the Company, Form 3, Form 4, and Form 5, and all
        and any amendments thereto, in accordance with Section 16(a) of the
        Exchange Act;

     3. To do and to perform any and all acts for and on my behalf that may be
        necessary or desirable to complete and execute any such Schedule 13D,
        Schedule 13G, Form 3, Form 4 and Form 5, or any amendment thereto, and
        to timely file such schedule, form or amendment thereto with the United
        States Securities and Exchange Commission (the "SEC") and any stock
        exchange or similar authority; and

     4. To take any other action of any type whatsoever that, in the opinion of
        my Attorney, may be necessary or desirable in connection with the
        foregoing grant of authority, it being understood that the documents
        executed by my Attorney pursuant to this limited power of attorney shall
        be in such form and shall contain such terms and conditions as my
        Attorney may approve.

        I hereby grant to my Attorney full power and authority to do and to
perform any and every act and thing whatsoever requisite, necessary, or proper
to be done in the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as I might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that my Attorney shall lawfully do or cause to be done by virtue of this
limited power of attorney and the rights and powers herein granted. I
acknowledge and agree that neither my Attorney nor the Company is assuming any
of my responsibilities to comply with the Exchange Act.


        This limited power of attorney shall remain in full force and effect
until I am no longer required to file any Schedule 13D, Schedule 13G, Form 3,
Form 4 or Form 5 with respect to my holdings of, and transactions in, securities
of the Company, unless earlier revoked by me in a signed writing delivered to
each of my Attorneys and the substitutes therefore, if any. This limited power
of attorney may be filed with the SEC as a confirming statement of the authority
granted herein.

        IN WITNESS WHEREOF, I have hereunto set my hand to this instrument on
the date first above written.

                                        /s/ Michael H. McKay
                                        ------------------------------
                                        Michael H. McKay

STATE OF MASSACHUSETTS
COUNTY OF MIDDLESEX

        Before me, Donald M. Loveless, on this day personally appeared Michael
H. McKay, known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.

Given under my hand and seal of office this 27th day of April, 2018.

Donald M. Loveless
-------------------------
Notary Public

My Commission Expires: December 14, 2023

[Affix Notary Seal]