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Filing Details

Accession Number:: 0001315863-19-000177
Form Type:: 13G Filing
Publication Date:: 2019-02-14 15:06:57

Filed By:: Suntx Capital Management Corp.
Company:: Construction Partners Inc.
Filing Date:: 2019-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Dispositive Power	Aggregate Amount Owned Power	Percent of Class
SunTx Capital Management Corp	35,042,072	35,042,072	74.6%
SunTx CPI Expansion Fund GP	18,312,458	18,312,458	60.5%
SunTx Capital Partners	16,729,614	16,729,614	58.3%
SunTx CPI Expansion Fund	18,312,458	18,312,458	60.5%
SunTx Fulcrum Fund Prime	10,832,128	10,832,128	47.5%
SunTx Fulcrum Dutch Investors Prime	5,897,486	5,897,486	33.0%
Ned N. Fleming, III	35,042,072	35,042,072	74.6%
Craig Jennings	35,042,072	35,042,072	74.6%
Mark R. Matteson	35,042,072	35,042,072	74.6%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Construction Partners, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

21044C107

(CUSIP Number)

December 31, 2018

(Date of Event which Requires Filing

of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]	Rule 13d-1(b)
[ ]	Rule 13d-1(c)
[X]	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 21044C107

1.	Names of Reporting Persons

SunTx Capital Management Corp.

2.	Check the Appropriate Box If a Member of a Group (See Instructions)

a. [ ]

b. [ ]

3.	SEC Use Only

4.	Citizenship or Place of Organization

Texas

	5.	Sole Voting Power
Number of Shares		35,042,072 (1)
Beneficially Owned By Each	6.	Shared Voting Power 0
Reporting Person With	7.	Sole Dispositive Power 35,042,072 (1)
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

35,042,072 (1)

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]

11.	Percent of Class Represented By Amount in Row (9)

74.6% (1)(2)

12.	Type of Reporting Person (See Instructions)

_______________

(1)

Includes shares of Class A Common Stock of Construction Partners, Inc. (the "Issuer") issuable upon the conversion of (a) 18,312,458 shares of Class B Common Stock of the Issuer held by SunTx CPI Expansion Fund, L.P. ("SunTx Expansion Fund"), (b) 10,832,128 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Fund Prime, L.P. ("SunTx Fulcrum Fund"), and (c) 5,897,486 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Dutch Investors Prime, L.P. ("SunTx Fulcrum Dutch Fund").

(2)	Based on 11,950,000 shares of Class A Common Stock of the Issuer outstanding as of December 10, 2018, as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission ("SEC") on December 14, 2018.

CUSIP NO. 21044C107

1.	Names of Reporting Persons

SunTx CPI Expansion Fund GP, L.P.

2.	Check the Appropriate Box If a Member of a Group (See Instructions)

a. [ ]

b. [ ]

3.	SEC Use Only

4.	Citizenship or Place of Organization

Texas

	5.	Sole Voting Power
Number of Shares		18,312,458 (1)
Beneficially Owned By Each	6.	Shared Voting Power 0
Reporting Person With	7.	Sole Dispositive Power 18,312,458 (1)
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

18,312,458 (1)

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]

11.	Percent of Class Represented By Amount in Row (9)

60.5% (1)(2)

12.	Type of Reporting Person (See Instructions)

________________

(1)	Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of 18,312,458 shares of Class B Common Stock of the Issuer held by SunTx Expansion Fund.

(2)	Based on 11,950,000 shares of Class A Common Stock of the Issuer outstanding as of December 10, 2018, as reported in the Issuer's Form 10-K filed with the SEC on December 14, 2018.

CUSIP NO. 21044C107

1.	Names of Reporting Persons

SunTx Capital Partners L.P.

2.	Check the Appropriate Box If a Member of a Group (See Instructions)

a. [ ]

b. [ ]

3.	SEC Use Only

4.	Citizenship or Place of Organization

Texas

	5.	Sole Voting Power
Number of Shares		16,729,614 (1)
Beneficially Owned By Each	6.	Shared Voting Power 0
Reporting Person With	7.	Sole Dispositive Power 16,729,614 (1)
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

16,729,614 (1)

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]

11.	Percent of Class Represented By Amount in Row (9)

58.3% (1)(2)

12.	Type of Reporting Person (See Instructions)

_______________

(1)	Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of (a) 10,832,128 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Fund and (b) 5,897,486 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Dutch Fund.

(2)	Based on 11,950,000 shares of Class A Common Stock of the Issuer outstanding as of December 10, 2018, as reported in the Issuer's Form 10-K filed with the SEC on December 14, 2018.

CUSIP NO. 21044C107

1.	Names of Reporting Persons

SunTx CPI Expansion Fund, L.P.

2.	Check the Appropriate Box If a Member of a Group (See Instructions)

a. [ ]

b. [ ]

3.	SEC Use Only

4.	Citizenship or Place of Organization

Texas

	5.	Sole Voting Power
Number of Shares		18,312,458 (1)
Beneficially Owned By Each	6.	Shared Voting Power 0
Reporting Person With	7.	Sole Dispositive Power 18,312,458 (1)
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

18,312,458 (1)

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]

11.	Percent of Class Represented By Amount in Row (9)

60.5% (1)(2)

12.	Type of Reporting Person (See Instructions)

_______________

(1)	Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of 18,312,458 shares of Class B Common Stock of the Issuer.

(2)	Based on 11,950,000 shares of Class A Common Stock of the Issuer outstanding as of December 10, 2018, as reported in the Issuer's Form 10-K filed with the SEC on December 14, 2018.

CUSIP NO. 21044C107

1.	Names of Reporting Persons

SunTx Fulcrum Fund Prime, L.P.

2.	Check the Appropriate Box If a Member of a Group (See Instructions)

a. [ ]

b. [ ]

3.	SEC Use Only

4.	Citizenship or Place of Organization

Texas

	5.	Sole Voting Power
Number of Shares		10,832,128 (1)
Beneficially Owned By Each	6.	Shared Voting Power 0
Reporting Person With	7.	Sole Dispositive Power 10,832,128 (1)
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

10,832,128 (1)

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]

11.	Percent of Class Represented By Amount in Row (9)

47.5% (1)(2)

12.	Type of Reporting Person (See Instructions)

_______________

(1)	Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of 10,832,128 shares of Class B Common Stock of the Issuer.

(2)	Based on 11,950,000 shares of Class A Common Stock of the Issuer outstanding as of December 10, 2018, as reported in the Issuer's Form 10-K filed with the SEC on December 14, 2018.

CUSIP NO. 21044C107

1.	Names of Reporting Persons

SunTx Fulcrum Dutch Investors Prime, L.P.

2.	Check the Appropriate Box If a Member of a Group (See Instructions)

a. [ ]

b. [ ]

3.	SEC Use Only

4.	Citizenship or Place of Organization

Texas

	5.	Sole Voting Power
Number of Shares		5,897,486 (1)
Beneficially Owned By Each	6.	Shared Voting Power 0
Reporting Person With	7.	Sole Dispositive Power 5,897,486 (1)
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

5,897,486 (1)

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]

11.	Percent of Class Represented By Amount in Row (9)

33.0% (1)(2)

12.	Type of Reporting Person (See Instructions)

_______________

(1)	Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of 5,897,486 shares of Class B Common Stock of the Issuer.

(2)	Based on 11,950,000 shares of Class A Common Stock of the Issuer outstanding as of December 10, 2018, as reported in the Issuer's Form 10-K filed with the SEC on December 14, 2018.

CUSIP NO. 21044C107

1.	Names of Reporting Persons

Ned N. Fleming, III

2.	Check the Appropriate Box If a Member of a Group (See Instructions)

a. [ ]

b. [ ]

3.	SEC Use Only

4.	Citizenship or Place of Organization

United States

	5.	Sole Voting Power
Number of Shares		35,042,072 (1)
Beneficially Owned By Each	6.	Shared Voting Power 0
Reporting Person With	7.	Sole Dispositive Power 35,042,072 (1)
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

35,042,072 (1)

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]

11.	Percent of Class Represented By Amount in Row (9)

74.6% (1)(2)

12.	Type of Reporting Person (See Instructions)

_______________

(1)

Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of (a) 18,312,458 shares of Class B Common Stock of the Issuer held by SunTx Expansion Fund, (b) 10,832,128 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Fund, and (c) 5,897,486 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Dutch Fund.

(2)	Based on 11,950,000 shares of Class A Common Stock of the Issuer outstanding as of December 10, 2018, as reported in the Issuer's Form 10-K filed with the SEC on December 14, 2018.

CUSIP NO. 21044C107

1.	Names of Reporting Persons

Craig Jennings

2.	Check the Appropriate Box If a Member of a Group (See Instructions)

a. [ ]

3.	SEC Use Only

4.	Citizenship or Place of Organization

United States

	5.	Sole Voting Power
Number of Shares		35,042,072 (1)
Beneficially Owned By Each	6.	Shared Voting Power 0
Reporting Person With	7.	Sole Dispositive Power 35,042,072 (1)
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

35,042,072 (1)

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]

11.	Percent of Class Represented By Amount in Row (9)

74.6% (1)(2)

12.	Type of Reporting Person (See Instructions)

_______________

(1)	Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of (a) 18,312,458 shares of Class B Common Stock of the Issuer held by SunTx Expansion Fund, (b) 10,832,128 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Fund, and (c) 5,897,486 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Dutch Fund.

(2)	Based on 11,950,000 shares of Class A Common Stock of the Issuer outstanding as of December 10, 2018, as reported in the Issuer's Form 10-K filed with the SEC on December 14, 2018.

CUSIP NO. 21044C107

1.	Names of Reporting Persons

Mark R. Matteson

2.	Check the Appropriate Box If a Member of a Group (See Instructions)

a. [ ]

b. [ ]

3.	SEC Use Only

4.	Citizenship or Place of Organization

United States

	5.	Sole Voting Power
Number of Shares		35,042,072 (1)
Beneficially Owned By Each	6.	Shared Voting Power 0
Reporting Person With	7.	Sole Dispositive Power 35,042,072 (1)
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

35,042,072 (1)

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]

11.	Percent of Class Represented By Amount in Row (9)

74.6% (1)(2)

12.	Type of Reporting Person (See Instructions)

__________________

(1)	Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of (a) 18,312,458 shares of Class B Common Stock of the Issuer held by SunTx Expansion Fund, (b) 10,832,128 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Fund, and (c) 5,897,486 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Dutch Fund.

(2)	Based on 11,950,000 shares of Class A Common Stock of the Issuer outstanding as of December 10, 2018, as reported in the Issuer's Form 10-K filed with the SEC on December 14, 2018.

Item 1(a).	Name of Issuer:

	Construction Partners, Inc. (the "Issuer").

Item 1(b).	Address of the Issuer's Principal Executive Offices:

	290 Healthwest Drive, Suite 2
	Dothan, Alabama 36303

Item 2(a).	Name of Person Filing

	This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

SunTx Capital Management Corp. ("SunTx Capital Management"), SunTx CPI Expansion Fund GP, L.P. ("SunTx Expansion GP"), SunTx Capital Partners L.P. ("SunTx Partners GP"), SunTx CPI Expansion Fund, L.P. ("SunTx Expansion Fund"), SunTx Fulcrum Fund Prime, L.P. ("SunTx Fulcrum Fund"), SunTx Fulcrum Dutch Investors Prime, L.P. ("SunTx Fulcrum Dutch Fund"), Ned N. Fleming, III, Craig Jennings and Mark Matteson. SunTx Expansion GP is the general partner of SunTx Expansion Fund. SunTx Partners GP is the general partner of each of SunTx Fulcrum Fund and SunTx Fulcrum Dutch Fund. SunTx Capital Management is the general partner of each of SunTx Expansion GP and SunTx Partners GP. Mr. Fleming, a director of the Issuer, is the sole shareholder and director of SunTx Capital Management. Mr. Jennings and Mr. Matteson, each a director of the Issuer, are each executive officers of SunTx Capital Management.

Item 2(b).	Address of Principal Business Office or, if None, Residence:

	The address of the principal business office of each of the Reporting Persons is 5420 LBJ Freeway, Suite 1000, Dallas, Texas 75240.

Item 2(c).

Citizenship:

i)	SunTx Capital Management is a Texas corporation;

ii)	SunTx Expansion GP is a Texas limited partnership;

iii)	SunTx Partners GP is a Texas limited partnership;

iv)	SunTx Expansion Fund is a Texas limited partnership;

v)	SunTx Fulcrum Fund is a Texas limited partnership;

vi)	SunTx Fulcrum Dutch Fund is a Texas limited partnership;

vii)	Mr. Fleming is a citizen of the United States;

viii)	Mr. Jennings is a citizen of the United States; and

ix)	Mr. Matteson is a citizen of the United States.

Item 2(d).	Title of Class of Securities:
	Class A Common Stock, $0.001 par value per share (the "Class A Common Stock").
Item 2(e).	CUSIP Number:

	21044C107

Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	This Item 3 is not applicable.

Item 4.	Ownership:

Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference.

Each of the Reporting Persons expressly disclaims beneficial ownership of all shares of Class A Common Stock reported herein other than those shares such Reporting Person holds directly. The filing of this statement should not be construed to be an admission that the Reporting Persons are members of a "group" for the purposes of Section 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended.

Item 5.	Ownership of Five Percent or Less of a Class:

	If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [ ].

Item 6.	Ownership of More than Five Percent on Behalf of Another Person:

	This Item 6 is not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

	See Item 2(a)

Item 8.	Identification and Classification of Members of the Group:

	This Item 8 is not applicable.

Item 9.	Notice of Dissolution of Group:

	This Item 9 is not applicable.

Item 10.	Certification:

This Item 10 is not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 14, 2019	SUNTX CAPITAL MANAGEMENT CORP.

	By: /s/ Ned N. Fleming, III Name: Ned N. Fleming, III Title: Director

Date: February 14, 2019	SUNTX CPI EXPANSION FUND GP, L.P. By: SunTx Capital Management Corp., its general partner

	By: /s/ Ned N. Fleming, III
	Name: Ned N. Fleming, III
	Title: Director

Date: February 14, 2019	SUNTX CAPITAL PARTNERS L.P.

	By: SunTx Capital Management Corp., its general partner

	By: /s/ Ned N. Fleming, III
	Name: Ned N. Fleming, III
	Title: Director

Date: February 14, 2019	SUNTX CPI EXPANSION FUND, L.P.

	By: SunTx CPI Expansion Fund GP, L.P., its general partner By: SunTx Capital Management Corp., its general partner

	By: /s/ Ned N. Fleming, III
	Name: Ned N. Fleming, III
	Title: Director

Date: February 14, 2019	SUNTX FULCRUM FUND PRIME, L.P.

	By: SunTx Capital Partners, L.P., its general partner

	By: SunTx Capital Management Corp., its general partner

	By: /s/ Ned N. Fleming, III
	Name: Ned N. Fleming, III
	Title: Director

Date: February 14, 2019	SUNTX FULCRUM DUTCH INVESTORS PRIME, L.P.

	By: SunTx Capital Partners, L.P., its general partner

	By: SunTx Capital Management Corp., its general partner

	By: /s/ Ned N. Fleming, III
	Name: Ned N. Fleming, III
	Title: Director

Date: February 14, 2019	NED N. FLEMING, III

	By: /s/ Ned N. Fleming, III

Date: February 14, 2019	CRAIG JENNINGS

	By: /s/ Craig Jennings

Date: February 14, 2019	MARK R. MATTESON

	By: /s/ Mark R. Matteson

EXHIBIT INDEX

99.1	Joint Filing Agreement, dated as of February 14, 2019, by and among the Reporting Persons

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, $0.001 par value per share, of Construction Partners, Inc., dated as of February 14, 2019, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: February 14, 2019	SUNTX CAPITAL MANAGEMENT CORP.

	By: /s/ Ned N. Fleming, III Name: Ned N. Fleming, III Title: Director

Date: February 14, 2019	SUNTX CPI EXPANSION FUND GP, L.P. By: SunTx Capital Management Corp., its general partner

	By: /s/ Ned N. Fleming, III
	Name: Ned N. Fleming, III
	Title: Director

Date: February 14, 2019	SUNTX CAPITAL PARTNERS L.P.

	By: SunTx Capital Management Corp., its general partner

	By: /s/ Ned N. Fleming, III
	Name: Ned N. Fleming, III
	Title: Director

Date: February 14, 2019	SUNTX CPI EXPANSION FUND, L.P.

	By: SunTx CPI Expansion Fund GP, L.P., its general partner By: SunTx Capital Management Corp., its general partner

	By: /s/ Ned N. Fleming, III
	Name: Ned N. Fleming, III
	Title: Director

Date: February 14, 2019	SUNTX FULCRUM FUND PRIME, L.P.

	By: SunTx Capital Partners, L.P., its general partner

	By: SunTx Capital Management Corp., its general partner

	By: /s/ Ned N. Fleming, III
	Name: Ned N. Fleming, III
	Title: Director

Date: February 14, 2019	SUNTX FULCRUM DUTCH INVESTORS PRIME, L.P.

	By: SunTx Capital Partners, L.P., its general partner

	By: SunTx Capital Management Corp., its general partner

	By: /s/ Ned N. Fleming, III
	Name: Ned N. Fleming, III
	Title: Director

Date: February 14, 2019	NED N. FLEMING, III

	By: /s/ Ned N. Fleming, III

Date: February 14, 2019	CRAIG JENNINGS

	By: /s/ Craig Jennings

Date: February 14, 2019	MARK R. MATTESON

	By: /s/ Mark R. Matteson