12/11/2025 | Press release | Distributed by Public on 12/11/2025 16:55
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LLC Units | (4) | 12/09/2025 | A(1) | 13,481,984 | (4) | (4) | Class A Common Stock | 13,481,984 | (1) | 13,481,984 | D | ||||
| LLC Units | (4) | 12/11/2025 | D | 3,302,980 | (4) | (4) | Class A Common Stock | 3,302,980 | $21 | 10,179,004 | D | ||||
| LLC Units | (4) | 12/09/2025 | A(1) | 2,716,320 | (4) | (4) | Class A Common Stock | 2,716,320 | (1) | 2,716,320 | I | By Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24, as amended(3) | |||
| LLC Units | (4) | 12/11/2025 | D | 665,476 | (4) | (4) | Class A Common Stock | 665,476 | $21 | 2,050,844 | I | By Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24, as amended(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Spivey Jeremy Simmons C/O CARDINAL INFRASTRUCTURE GROUP INC. 100 E. SIX FORKS ROAD, #300 RALEIGH, NC 27609 |
X | X | Chief Executive Officer | |
| /s/ Tiffany Gidley, Attorney-in-fact | 12/11/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents securities received as part of the Issuer's reorganization in connection with its initial public offering, as described in the registration statement on Form S-1 relating to the initial public offering. These securities were previously reported on a Form 3 filed by the Reporting Person. |
| (2) | Reflects the cancellation for no consideration of Class B Common Stock in connection with the redemption of the membership units of Cardinal Civil Contracting Holdings LLC (the "LLC Units"). |
| (3) | The Reporting Person is the spouse of the trustee of Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24, as amended ("Spivey Trust"), and as a result, may be deemed to share beneficial ownership of the securities held of record by Spivey Trust. |
| (4) | The LLC Units may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forfeited in connection with the redemption. The LLC Units have no expiration date. |