Sec Form 4 Filing - Smith Fred Julius III @ Construction Partners, Inc. - 2025-04-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Smith Fred Julius III
2. Issuer Name and Ticker or Trading Symbol
Construction Partners, Inc. [ ROAD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
290 HEALTHWEST DRIVE, SUITE 2
3. Date of Earliest Transaction (MM/DD/YY)
04/14/2025
(Street)
DOTHAN, AL36303
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 04/14/2025 P( 1 ) 6,000 A $ 73.83 6,000 I By Tar Frog Investment Management LLC ( 2 )
Class A Common Stock 04/14/2025 P( 1 ) 3,333 A $ 73.83 9,333 I By Tar Frog Investment Management LLC ( 2 )
Class A Common Stock 04/14/2025 J( 3 ) 43,104 D $ 0 ( 3 ) 66,926 ( 4 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 5 ) 04/14/2025 P( 6 ) 5,990 ( 5 ) ( 5 ) Class A Common Stock 5,990 $ 73.83 140,572 I By Tar Frog Investment Management LLC ( 2 )
Class B Common Stock ( 5 ) 04/14/2025 J( 3 ) 43,104 ( 5 ) ( 5 ) Class A Common Stock 43,104 $ 0 ( 3 ) 424,388 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smith Fred Julius III
290 HEALTHWEST DRIVE
SUITE 2
DOTHAN, AL36303
X President and CEO
Signatures
/s/ Fred J. Smith, III 04/15/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )The reported transaction represents a privately negotiated exchange of shares of Class A common stock for an equal number of shares of Class B common stock, $0.001 par value, of the Issuer ("Class B common stock") with a holder of Class B common stock. Under Section 16(b) of the Securities Exchange Act of 1934, as amended, the purchase transactions reported herein are matchable with the exchange transaction reported herein. Because there was no sale price associated with the share exchange, no profit was realized by the reporting person. The reporting person has agreed to voluntarily disgorge to the Issuer any profits realized from matchable transactions occurring within six months of the transactions reported herein.
( 4 )Includes 66,926 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 that vest as follows: (i) 57,189 shares on September 30, 2025, (ii) 5,273 shares on September 30, 2026, (iii) 3,151 shares on September 30, 2027, and (iv) 1,313 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.
( 5 )Each share of 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.
( 6 )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.

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