Filing Details
- Accession Number:
- 0001718227-25-000051
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2025-04-15 17:23:43
- Reporting Period:
- 2025-04-14
- Filing Date:
- 2025-04-15
- Accepted Time:
- 2025-04-15 17:23:43
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1718227 | Construction Partners Inc. | ROAD | Heavy Construction Other Than Bldg Const - Contractors (1600) | 260758017 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1987592 | Iv N. Ned Fleming | 5420 Lbj Freeway, Suite 1000 Dallas TX 75240 | No | No | No | Yes |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2025-04-14 | 6,000 | $73.83 | 6,000 | No | 4 | P | Indirect | By Tar Frog Investment Management LLC |
| Class A Common Stock | Acquisiton | 2025-04-14 | 3,333 | $73.83 | 9,333 | No | 4 | P | Indirect | By Tar Frog Investment Management LLC |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | P | Indirect | By Tar Frog Investment Management LLC |
| No | 4 | P | Indirect | By Tar Frog Investment Management LLC |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | Acquisiton | 2025-04-14 | 5,990 | $73.83 | 5,990 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 140,572 | No | 4 | P | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 41,201 | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | $0.00 | 241,008 | 241,008 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 88,735 | 88,735 | Direct | ||
| Class A Common Stock | Restricted Stock Units | $0.00 | 1,914 | 1,914 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 241,008 | 241,008 | Indirect | |
| 88,735 | 88,735 | Direct | |
| 1,914 | 1,914 | Direct |
Footnotes
- The reported transaction represents a privately negotiated purchase of shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") from another holder of Class A common stock.
- The reported shares are held by a limited liability company for which the reporting person serves as co-manager, and, in such capacity, shares the power to vote and direct the disposition of the shares.
- Includes 16,349 restricted shares of Class A common stock with time-based vesting criteria previously granted to the reporting person under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Plan") that vest as follows: (i) 14,316 shares on September 30, 2025, (ii) 1,227 shares on September 30, 2026, (iii) 556 shares on September 30, 2027, and (iv) 250 shares on September 30, 2028. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the shares.
- Each share of Class B common stock, $0.001 par value, of the Issuer ("Class B common stock") 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 transaction represents a privately negotiated purchase of shares of Class B common stock from another member of the Issuer's management who is a holder of Class B common stock.
- 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.
- Each restricted stock unit ("RSU") represents a contingent right to receive cash in an amount equal to the value of one share of Class A common stock on the applicable vesting date. The RSUs do not expire.
- Includes 1,914 RSUs with time-based vesting criteria granted under the Plan that vest as follows: (i) 554 RSUs on September 30, 2025, (ii) 554 RSUs on September 30, 2026, (iii) 556 RSUs on September 30, 2027, and (iv) 250 RSUs on September 30, 2028.
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