4//SEC Filing
Fleming Ned N. IV 4
Accession 0001718227-25-000051
CIK 0001718227other
Filed
Apr 14, 8:00 PM ET
Accepted
Apr 15, 5:23 PM ET
Size
16.2 KB
Accession
0001718227-25-000051
Insider Transaction Report
Form 4
Fleming Ned N. IV
Other
Transactions
- Purchase
Class A Common Stock
2025-04-14$73.83/sh+3,333$246,075→ 9,333 total(indirect: By LLC) - Purchase
Class A Common Stock
2025-04-14$73.83/sh+6,000$442,980→ 6,000 total(indirect: By LLC) - Purchase
Class B Common Stock
2025-04-14$73.83/sh+5,990$442,242→ 140,572 total(indirect: By LLC)→ Class A Common Stock (5,990 underlying)
Holdings
- 41,201
Class A Common Stock
- 1,914
Restricted Stock Units
→ Class A Common Stock (1,914 underlying) - 241,008(indirect: By Trust)
Class B Common Stock
→ Class A Common Stock (241,008 underlying) - 88,735
Class B Common Stock
→ Class A Common Stock (88,735 underlying)
Footnotes (8)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
Documents
Issuer
Construction Partners, Inc.
CIK 0001718227
Entity typeother
Related Parties
1- filerCIK 0001987592
Filing Metadata
- Form type
- 4
- Filed
- Apr 14, 8:00 PM ET
- Accepted
- Apr 15, 5:23 PM ET
- Size
- 16.2 KB