Owens Charles E Form 3 Construction Partners / Charles E Owens ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Owens Charles E

(Last) (First) (Middle)

290 HEALTHWEST DRIVE, SUITE 2

(Street)

DOTHAN AL 36303

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2018

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)(2)	(1)(2)	Class A Common Stock	2,424,139	(1)(2)	I	By Grace Ltd.(3)
Stock Option (right to buy)	(4)	07/01/2018	Class B Common Stock	238,773	5.7	I	By Grace Ltd.(3)

1. Name and Address of Reporting Person^*

Owens Charles E

(Last) (First) (Middle)

290 HEALTHWEST DRIVE, SUITE 2

(Street)

DOTHAN AL 36303

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Grace Ltd.

(Last) (First) (Middle)

10 CHATEAU PLACE

(Street)

DOTHAN AL 36303

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. (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.

3. The securities of the Issuer reported herein are directly held by Grace Ltd. Charles E. Owns, the President, Chief Executive Officer and a director of the Issuer is the general partner of Grace Ltd. Mr. Owns may be deemed the beneficial owner of the securities of the Issuer held by Grace Ltd. Mr. Owns disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. These options vested in three substantially equal installments on each of the following dates: July 1, 2012, July 1, 2013 and July 1, 2014.

Remarks:

Charles E. Owens is President and Chief Executive Officer of Construction Partners, Inc. (the "Issuer"). Mr. Owns also serves on the Board of Directors of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Grace Ltd. is deemed a director by deputization by virtue of its representation on the Board of Directors of the Issuer.

	CHARLES E. OWENS, Name: /s/ Charles E. Owens	05/03/2018
	GRACE LTD., Name: /s/ Charles E. Owens, Title: General Partner	05/03/2018
	** Signature of Reporting Person	Date
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