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Sec Form 4 Filing - Smith Fred Julius III @ Construction Partners Inc. - 2019-08-30

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)
290 HEALTHWEST DRIVE, SUITE 2
3. Date of Earliest Transaction (MM/DD/YY)
08/30/2019
(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
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
Stock Option (right to buy) $ 0.0357 08/30/2019( 1 ) A( 1 ) 74,592 08/30/2019( 1 ) 12/31/2019( 1 ) Class B Common Stock 74,592 ( 1 ) 74,592 D
Stock Option (right to buy) $ 0.0357 08/30/2019( 2 ) M( 2 ) 74,592 08/30/2019 12/31/2019 Class B Common Stock 74,592 $ 0 0 D
Class B Common Stock ( 3 ) 08/30/2019 M( 2 ) 74,592 ( 3 ) ( 3 ) Class A Common Stock 74,592 $ 0 241,441 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smith Fred Julius III
290 HEALTHWEST DRIVE
SUITE 2
DOTHAN, AL36303
Senior Vice President
Signatures
/s/ R. Alan Palmer, attorney-in-fact 08/30/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 30, 2019, Construction Partners, Inc. (the "Issuer") and the reporting person entered into an amendment to a preexisting non-plan option agreement (the "Option Agreement"). The Option Agreement had previously provided that the option held by the reporting person (the "Option") to purchase shares of Class B common stock, $0.001 par value, of the Issuer ("Class B common stock") was exercisable only upon a "Change of Control" of the Issuer, as defined in the Option Agreement. As a result of the amendment, the option became immediately exercisable and will expire upon the earliest to occur of (i) December 31, 2019, (ii) a termination of the reporting person's services to the Issuer or (iii) a "Change of Control" of the Company, as defined in the Option Agreement.
( 2 )The reporting person exercised the Option immediately following the effectiveness of the Option Amendment.
( 3 )Each share of Class B common stock is convertible into one share of Class A common stock, $0.001 par value, of the Issuer ("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 Class B common stock are entitled to 10 votes per share. The shares of Class B common stock do not expire.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.