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Filing Details

Accession Number:: 0000899243-22-031063
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-09-14 17:11:30
Reporting Period:: 2022-09-12

Accepted Time:: 2022-09-14 17:11:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1718227	Construction Partners Inc.	ROAD	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1208091	P L Partners Capital Suntx	5420 Lbj Freeway, Suite 1000 Dallas TX 75240	Yes	No	Yes	No
1437404	Suntx Capital Partners Ii Dutch Investors Lp	5420 Lbj Freeway, Suite 1000 Dallas TX 75240	Yes	No	Yes	No
1437408	Suntx Capital Partners Ii Lp	5420 Lbj Freeway, Suite 1000 Dallas TX 75240	Yes	No	Yes	No
1702326	Suntx Fulcrum Fund Prime, L.p.	5420 Lbj Freeway, Suite 1000 Dallas TX 75240	Yes	No	Yes	No
1707712	Iii N Ned Fleming	5420 Lbj Freeway, Suite 1000 Dallas TX 75240	Yes	No	Yes	No
1711005	Suntx Fulcrum Dutch Investors Prime, L.p.	5420 Lbj Freeway, Suite 1000 Dallas TX 75240	Yes	No	Yes	No
1739134	R Mark Matteson	5420 Lbj Freeway, Suite 1000 Dallas TX 75240	Yes	No	No	No
1739383	Craig Jennings	5420 Lbj Freeway, Suite 1000 Dallas TX 75240	Yes	No	No	No
1739424	Suntx Capital Management Corp.	5420 Lbj Freeway, Suite 1000 Dallas TX 75240	Yes	No	Yes	No
1833038	Suntx Capital Ii Management Corp.	5420 Lbj Freeway, Suite 1000 Dallas TX 75240	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Disposition	2022-09-12	23,725	$27.96	31,467	No	4	S	Direct
Class A Common Stock	Disposition	2022-09-12	323	$29.15	31,144	No	4	S	Direct
Class A Common Stock	Disposition	2022-09-12	1,413	$29.87	29,731	No	4	S	Direct
Class A Common Stock	Disposition	2022-09-12	14,711	$27.53	41,481	No	4	S	Direct
Class A Common Stock	Disposition	2022-09-12	9,142	$27.98	32,339	No	4	S	Direct
Class A Common Stock	Disposition	2022-09-12	904	$28.65	31,435	No	4	S	Direct
Class A Common Stock	Disposition	2022-09-12	704	$29.74	30,731	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2022-09-13	43,853	$0.00	43,853	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2022-09-13	873	$0.00	873	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2022-09-13	36,293	$0.00	36,293	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2022-09-13	8,433	$0.00	8,433	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,452,414	No	4	J	Indirect
1,227,590	No	4	J	Indirect
1,700,199	No	4	J	Indirect
8,433	No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	157,075	Direct
Class A Common Stock	4,000	Indirect	By spouse of Ned N. Fleming, III
Class A Common Stock	37,248	Indirect	By SunTx Fulcrum Fund Prime, L.P.
Class A Common Stock	428,817	Indirect	By SunTx Capital Partners II, L.P.
Class A Common Stock	234,247	Indirect	By SunTx Capital Partners II Dutch Investors, L.P.

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00	415,080	415,080	Indirect
Class A Common Stock	Class B Common Stock	$0.00	1,613,061	1,613,061	Indirect
Class A Common Stock	Class B Common Stock	$0.00	553,088	553,088	Indirect
Class A Common Stock	Class B Common Stock	$0.00	441,779	441,779	Indirect
Class A Common Stock	Class B Common Stock	$0.00	615,472	615,472	Indirect
Class A Common Stock	Class B Common Stock	$0.00	2,695	2,695	Direct
Class A Common Stock	Class B Common Stock	$0.00	272	272	Indirect
Class A Common Stock	Class B Common Stock	$0.00	674	674	Indirect

Amount	Remaning Holdings	Nature of Ownership
415,080	415,080	Indirect
1,613,061	1,613,061	Indirect
553,088	553,088	Indirect
441,779	441,779	Indirect
615,472	615,472	Indirect
2,695	2,695	Direct
272	272	Indirect
674	674	Indirect

Footnotes

This Form 4 is filed jointly by Ned N. Fleming, III, Craig Jennings, Mark R. Matteson, SunTx Fulcrum Fund Prime, L.P., SunTx Capital Partners, L.P., SunTx Fulcrum Dutch Investors Prime, L.P., SunTx Capital Management Corp., SunTx Capital Partners II, L.P., SunTx Capital Partners II Dutch Investors, L.P., and SunTx Capital II Management Corp. (collectively, the "Reporting Persons").
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. A portion of the net proceeds from the sales reported in this Form 4 was used to pay income taxes resulting from the vesting of restricted shares of Class A common stock, par value $0.001 per share ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") previously granted to the reporting persons under the Construction Partners, Inc. 2018 Equity Incentive Plan.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.55 to $28.28, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Includes 17,000 restricted shares of Class A common stock of the Issuer granted to Craig Jennings under the Construction Partners, Inc. 2018 Equity Incentive Plan of which 11,333 shares will vest on January 1, 2024, and 5,667 shares will vest on January 1, 2025.
Securities held directly by Craig Jennings.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.38 to $29.22, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.43 to $30.05, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.87 to $27.86, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Includes 17,000 restricted shares of Class A common stock of the Issuer granted to Mark R. Matteson under the Construction Partners, Inc. 2018 Equity Incentive of which 11,333 shares will vest on January 1, 2024, and 5,667 shares will vest on January 1, 2025.
Securities held directly by Mark R. Matteson.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.88 to $28.18, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.27 to $29.18, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.33 to $30.05, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Includes 42,500 restricted shares of Class A common stock of the Issuer granted to Ned N. Fleming, III under the Construction Partners, Inc. 2018 Equity Incentive Plan of which 28,333 shares will vest on January 1, 2024, and 14,167 shares will vest on January 1, 2025.
Securities held directly by Ned N. Fleming, III.
The general partner of each of SunTx Fulcrum Fund Prime, L.P. ("SunTx Fulcrum Fund") and SunTx Fulcrum Dutch Investors Prime, L.P. ("SunTx Fulcrum Dutch Fund") is SunTx Capital Partners, L.P. ("SunTx Partners GP"). The general partner of SunTx Partners GP is SunTx Capital Management Corp. ("SunTx Capital Management"). The general partner of each of SunTx Capital Partners II, L.P. ("SunTx Partners II") and SunTx Capital Partners II Dutch Investors, L.P. ("SunTx Partners Dutch LP" and together with SunTx Fulcrum Fund, SunTx Fulcrum Dutch Fund, and SunTx Partners II, the "SunTx Funds") is SunTx Capital Partners II GP, L.P. ("SunTx Partners II GP"). The general partner of SunTx Partners II GP is SunTx Capital II Management Corp.
(Continued from Footnote 16) ("SunTx Capital II Management," and together with SunTx Partners GP, SunTx Capital Management, and SunTx Partners II GP, the "SunTx Group"). Mr. Fleming, a director of the Issuer, is the sole shareholder and director of SunTx Capital Management and the majority shareholder and sole director of SunTx Capital II Management. Mr. Jennings and Mr. Matteson, each a director of the Issuer, are each executive officers of SunTx Capital Management and shareholders of SunTx Capital II Management. Mr. Fleming, Mr. Jennings, and Mr. Matteson may each be deemed to beneficially own securities of the Issuer held by certain entities in the SunTx Group, and each of SunTx Partners GP, SunTx Capital Management, SunTx Partners II GP, and SunTx Capital II Management may be deemed to beneficially own securities of the Issuer held by certain entities of the SunTx Funds.
(Continued from Footnote 17) Each such entity and person 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 (the "Exchange Act"), or for any other purpose.
These securities of the Issuer are directly held by SunTx Fulcrum Fund.
These securities of the Issuer are directly held by SunTx Partners II.
These securities of the Issuer are directly held by SunTx Partners Dutch LP.
Each share of Class B common stock, par value $0.001 per share ("Class B common stock"), of the Issuer 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.
SunTx Partners II distributed these shares for no consideration.
SunTx Partners Dutch LP distributed these shares for no consideration.
SunTx Partners II distributed 35,585 of these shares, and SunTx Partners Dutch LP distributed 708 of these shares, in each case for no consideration.
These securities of the Issuer are directly held by Malachi Holdings Limited Partnership, a limited partnership controlled by Ned N. Fleming, III. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such limited partnership. Mr. Fleming disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Fleming is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
SunTx Partners II distributed 8,268 of these shares, and SunTx Partners Dutch LP distributed 165 of these shares, in each case for no consideration.
These securities of the Issuer are directly held by SunTx Capital Savings Plan, FBO Ned N. Fleming, III, a 401(k) account for the benefit of Ned N. Fleming, III.
These securities of the Issuer are directly held by SunTx Partners GP.
These securities of the Issuer are directly held by SunTx Fulcrum Dutch Fund.
These securities of the Issuer are directly held by CJCT Associates Limited Partnership, a limited partnership controlled by Craig Jennings. Mr. Jennings may be deemed to beneficially own securities of the Issuer held by such limited partnership. Mr. Jennings disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Jennings is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
These securities of the Issuer are directly held by AMDG Associates Limited Partnership, a limited partnership controlled by Mark R. Matteson. Mr. Matteson may be deemed to beneficially own securities of the Issuer held by such limited partnership. Mr. Matteson disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Matteson is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
These securities of the Issuer are directly held by Boyle Fleming & Co. Inc., a corporation controlled by Ned N. Fleming, III. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such corporation. Mr. Fleming disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Fleming is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
These securities of the Issuer are directly held by SunTx Capital II Management.