Filing Details

Accession Number:
0000950170-23-049188
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-09-21 16:18:24
Reporting Period:
2023-09-19
Accepted Time:
2023-09-21 16:18:24
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1718227 Construction Partners Inc. ROAD () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1208091 P L Partners Capital Suntx 5420 Lbj Freeway, Suite 1000
Dallas TX 75240
No No No No
1437404 Suntx Capital Partners Ii Dutch Investors Lp 5420 Lbj Freeway, Suite 1000
Dallas TN 75240
No No No No
1437408 Suntx Capital Partners Ii Lp 5420 Lbj Freeway, Suite 1000
Dallas TX 75240
No No No No
1702326 Suntx Fulcrum Fund Prime, L.p. 5420 Lbj Freeway, Suite 1000
Dallas TX 75240
No No No No
1707712 Iii N Ned Fleming 5420 Lbj Freeway, Suite 1000
Dallas TX 75240
No No No No
1739134 R Mark Matteson 5420 Lbj Freeway, Suite 1000
Dallas TX 75240
No No No No
1739383 Craig Jennings 5420 Lbj Freeway, Suite 1000
Dallas TX 75240
No No No No
1739424 Suntx Capital Management Corp. 5420 Lbj Freeway, Suite 1000
Dallas TX 75240
No No No No
1833038 Suntx Capital Ii Management Corp. 5420 Lbj Freeway, Suite 1000
Dallas TX 75240
No No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Disposition 2023-09-19 29,454 $35.14 399,363 No 4 S Indirect By SunTx Capital Partners II, L.P.
Class A Common Stock Disposition 2023-09-19 3,716 $35.69 395,647 No 4 S Indirect By SunTx Capital Partners II, L.P.
Class A Common Stock Disposition 2023-09-19 14,944 $35.14 219,303 No 4 S Indirect By SunTx Capital Partners II Dutch Investors, L.P.
Class A Common Stock Disposition 2023-09-19 1,886 $35.69 217,417 No 4 S Indirect By SunTx Capital Partners II Dutch Investors, L.P.
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect By SunTx Capital Partners II, L.P.
No 4 S Indirect By SunTx Capital Partners II, L.P.
No 4 S Indirect By SunTx Capital Partners II Dutch Investors, L.P.
No 4 S Indirect By SunTx Capital Partners II Dutch Investors, L.P.
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 29,731 Direct
Class A Common Stock 30,731 Direct
Class A Common Stock 157,075 Direct
Class A Common Stock 4,000 Indirect By spouse of Ned N. Fleming, III
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Class A Common Stock Class B Common Stock $0.00 9,315 9,315 Indirect
Class A Common Stock Class B Common Stock $0.00 10,527 10,527 Indirect
Class A Common Stock Class B Common Stock $0.00 1,767,450 1,767,450 Indirect
Class A Common Stock Class B Common Stock $0.00 451,178 451,178 Indirect
Class A Common Stock Class B Common Stock $0.00 628,715 628,715 Indirect
Class A Common Stock Class B Common Stock $0.00 2,452,414 2,452,414 Indirect
Class A Common Stock Class B Common Stock $0.00 1,227,590 1,227,590 Indirect
Class A Common Stock Class B Common Stock $0.00 8,433 8,433 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
Expiration Date Amount Remaning Holdings Nature of Ownership
9,315 9,315 Indirect
10,527 10,527 Indirect
1,767,450 1,767,450 Indirect
451,178 451,178 Indirect
628,715 628,715 Indirect
2,452,414 2,452,414 Indirect
1,227,590 1,227,590 Indirect
8,433 8,433 Indirect
2,695 2,695 Direct
272 272 Indirect
674 674 Indirect
Footnotes
  1. This Form 4 is filed jointly by Ned N. Fleming, III, Craig Jennings, Mark R. Matteson, SunTx Fulcrum Fund Prime, L.P. ("SunTx Fulcrum Fund"), SunTx Capital Partners, L.P. ("SunTx Partners GP"), SunTx Capital Management Corp. ("SunTx Capital Management"), SunTx Capital Partners II, L.P. ("SunTx Partners II"), SunTx Capital Partners II Dutch Investors, L.P. ("SunTx Partners Dutch LP"), and SunTx Capital II Management Corp. ("SunTx Capital II Management," and collectively, the "Reporting Persons").
  2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.91 to $35.51. The reporting persons undertake to provide to Construction Partners, Inc. (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 ranges set forth in footnote (2) to this Form 4.
  3. The general partner of SunTx Fulcrum Fund is SunTx Partners GP. The general partner of SunTx Partners GP is SunTx Capital Management. The general partner of each of SunTx Partners II and SunTx Partners Dutch LP (SunTx Partners Dutch LP, SunTx Fulcrum Fund, and SunTx Partners II are collectively referred to herein as 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 (SunTx Capital II Management, SunTx Partners GP, SunTx Capital Management, and SunTx Partners II GP, are referred to herein as the "SunTx Group").
  4. (Continued from Footnote 3) 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.
  5. (Continued from Footnote 4) 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.
  6. These securities of the Issuer are directly held by SunTx Partners II.
  7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.52 to $36.15. 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 ranges set forth in footnote (7) to this Form 4.
  8. These securities of the Issuer are directly held by SunTx Partners Dutch LP.
  9. Includes 17,000 restricted shares of Class A common stock, par value $0.001 per share, of the Issuer ("Class A common stock") 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.
  10. Securities held directly by Craig Jennings.
  11. 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.
  12. Securities held directly by Mark R. Matteson.
  13. 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.
  14. Securities held directly by Ned N. Fleming, III.
  15. Each share of Class B common stock, par value $0.001 per share ("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.
  16. These securities of the Issuer are directly held by SunTx Fulcrum Fund.
  17. These securities of the Issuer are directly held by SunTx Partners GP.
  18. 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.
  19. 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.
  20. 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.
  21. 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.
  22. 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.
  23. These securities of the Issuer are directly held by SunTx Capital II Management.