Construction Partners (ROAD) Form 4 Construction Partners / Royce Alan Palmer ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

Palmer Royce Alan

(Last) (First) (Middle)

290 HEALTHWEST DRIVE, SUITE 2

(Street)

DOTHAN AL 36303

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Construction Partners, Inc. [ ROAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	04/27/2020		G	V	6,000	D	$0	95,500	D
Class A Common Stock	04/27/2020		S(1)		14,162	D	$17.55(2)	81,338	D
Class A Common Stock	04/28/2020		S(1)		46,164	D	$18.06(3)	35,174	D
Class A Common Stock	04/28/2020		S(1)		13,356	D	$18.63(4)	21,818	D
Class A Common Stock	04/29/2020		S(1)		6,318	D	$18.64(5)	15,500	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	(6)							(6)	(6)	Class A Common Stock	140,209		140,209	D

Explanation of Responses:

1. These sales were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2020.

2. Represents the weighted average sales price for a number of transactions effected at prices ranging from $17.50 to $17.71. The reporting person has provided to the issuer, and undertakes to provide upon request to the SEC staff, or any security holder of the issuer, information regarding the number of shares sold at each separate price within the range.

3. Represents the weighted average sales price for a number of transactions effected at prices ranging from $17.56 to $18.56. The reporting person has provided to the issuer, and undertakes to provide upon request to the SEC staff, or any security holder of the issuer, information regarding the number of shares sold at each separate price within the range.

4. Represents the weighted average sales price for a number of transactions effected at prices ranging from $18.57 to $18.88. The reporting person has provided to the issuer, and undertakes to provide upon request to the SEC staff, or any security holder of the issuer, information regarding the number of shares sold at each separate price within the range.

5. Represents the weighted average sales price for a number of transactions effected at prices ranging from $18.50 to $18.94. The reporting person has provided to the issuer, and undertakes to provide upon request to the SEC staff, or any security holder of the issuer, information regarding the number of shares sold at each separate price within the range.

6. As permitted by the amended and restated certificate of incorporation of Construction Partners, Inc. (the "Issuer"), the reporting person has elected to convert the reported number of shares of Class B common stock, par value $0.001 per share, of the Issuer ("Class B Common Stock") on a one-for-one basis into shares of Class A common stock, par value $0.001 per share, of the Issuer ("Class A Common Stock"). 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. Holders of Class A Common Stock are entitled to one vote per share, and holders of the Class B Common Stock are entitled to 10 votes per share. The shares of Class B Common Stock do not expire and are convertible on a cashless basis into shares of Class A Common Stock at any time upon the election of the holder thereof.

Remarks:

	/s/ R. Alan Palmer	04/29/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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