0001718227-23-000066.txt : 20231004 0001718227-23-000066.hdr.sgml : 20231004 20231004160423 ACCESSION NUMBER: 0001718227-23-000066 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231002 FILED AS OF DATE: 20231004 DATE AS OF CHANGE: 20231004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fleming Ned N. IV CENTRAL INDEX KEY: 0001987592 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38479 FILM NUMBER: 231307896 MAIL ADDRESS: STREET 1: 5420 LBJ FREEWAY STREET 2: SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75240 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 4 1 wk-form4_1696449854.xml FORM 4 X0508 4 2023-10-02 0 0001718227 Construction Partners, Inc. ROAD 0001987592 Fleming Ned N. IV 5420 LBJ FREEWAY, SUITE 1000 DALLAS TX 75240 0 0 0 1 Member of 10% owner group 0 Class A Common Stock 2023-10-02 4 F 0 372 36.56 D 31758 D Class B Common Stock Class A Common Stock 76190 76190 D Class B Common Stock Class A Common Stock 241008 241008 I By the Ned N. Fleming, IV 2013 Trust Represents shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") surrendered to the Issuer to satisfy tax withholding obligations upon the vesting of an award of restricted Class A common stock. Pursuant to the Equity Incentive Plan and the applicable award agreement, the number of shares withheld was determined using a value of $36.56 per share, based on the closing price for a share of Class A common stock on September 29, 2023, the last trading day prior to the vesting date. Includes 28,761 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Construction Partners, Inc. 2018 Equity Incentive Plan that vest as follows: (i) 14,326 shares on September 30, 2024, (ii) 13,762 shares on September 30, 2025, and (iii) 673 shares on September 30, 2026. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares. Each share of Class B common stock, par value $0.001 per share ("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. The reported shares are owned directly by the Ned N. Fleming, IV 2013 Trust (the "Trust") and indirectly by Ned N. Fleming, IV as trustee of the Trust. Each of the Trust and Ned N. Fleming, IV are members of a 10% owner group of the Issuer. /s/ Ned N. Fleming, IV 2023-10-04