Filing Details

The remainder of this cover page shall be filled out for a reporting persons 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.

  Names of Reporting Persons

  SunTx Capital Management Corp.

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  4,906,091⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  4,906,091⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  4,906,091⁽¹⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  10.7%⁽²⁾

  Type of Reporting Person (See Instructions)

  CO

Includes shares of Class A Common Stock of Construction Partners, Inc. (the Issuer) issuable upon the conversion of (a) 1,788,520 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Fund Prime, L.P. (SunTx Fulcrum Fund), (b) 677,629 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Dutch Investors Prime, L.P. (SunTx Fulcrum Dutch Fund), (c) 2,399,999 shares of Class B Common Stock of the Issuer held by SunTx Capital Partners, L.P. (SunTx Partners GP), and (d) 2,695 shares of Class B Common Stock of the Issuer held by SunTx Capital Management Corp. (SunTx Capital Management).

Calculated based on 41,192,039 shares of Class A Common Stock of the Issuer outstanding as of February 2, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, that was filed by the Issuer with the Securities Exchange Commission on February 4, 2022.

  Names of Reporting Persons

  SunTx Capital Partners, L.P.

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  4,903,396⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  4,903,396⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  4,903,396⁽¹⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  10.6%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of (a) 1,788,520 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Fund and (b) 677,629 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Dutch Fund.

Calculated based on 41,192,039 shares of Class A Common Stock of the Issuer outstanding as of February 2, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, that was filed by the Issuer with the Securities Exchange Commission on February 4, 2022.

  Names of Reporting Persons

  SunTx Fulcrum Fund Prime, L.P.

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  1,825,768⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  1,825,768⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,825,768⁽¹⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  4.2%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of 1,788,520 shares of Class B Common Stock of the Issuer.

Calculated based on 41,192,039 shares of Class A Common Stock of the Issuer outstanding as of February 2, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, that was filed by the Issuer with the Securities Exchange Commission on February 4, 2022.

  Names of Reporting Persons

  SunTx Fulcrum Dutch Investors Prime, L.P.

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  677,629⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  677,629⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  677,629⁽¹⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  1.6%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of 677,629 shares of Class B Common Stock of the Issuer.

Calculated based on 41,192,039 shares of Class A Common Stock of the Issuer outstanding as of February 2, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, that was filed by the Issuer with the Securities Exchange Commission on February 4, 2022.

  Names of Reporting Persons

  SunTx Capital II Management Corp.

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  4,388,468⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  4,388,468⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  4,388,468⁽¹⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  9.8%⁽²⁾

  Type of Reporting Person (See Instructions)

  CO

Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of (a) 2,496,267 shares of Class B Common Stock of the Issuer held by SunTx Capital Partners II, L.P. (SunTx Partners II), (b) 1,228,463 shares of Class B Common Stock of the Issuer held by SunTx Capital Partners II Dutch Investors, L.P. (SunTx Partners Dutch LP), and (c) 674 shares of Class B Common Stock of the Issuer held by SunTx Capital II Management Corp. (SunTx Capital II Management).

Calculated based on 41,192,039 shares of Class A Common Stock of the Issuer outstanding as of February 2, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, that was filed by the Issuer with the Securities Exchange Commission on February 4, 2022.

  Names of Reporting Persons

  SunTx Capital Partners II GP, L.P.

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  4,387,794 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  4,387,794 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  4,387,794 ⁽¹⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  9.8%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of (a) 2,496,267 shares of Class B Common Stock of the Issuer held by SunTx Partners II and (b) 1,228,463 shares of Class B Common Stock of the Issuer held by SunTx Partners Dutch LP.

Calculated based on 41,192,039 shares of Class A Common Stock of the Issuer outstanding as of February 2, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, that was filed by the Issuer with the Securities Exchange Commission on February 4, 2022.

  Names of Reporting Persons

  SunTx Capital Partners II, L.P.

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  2,925,084 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  2,925,084 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,925,084 ⁽¹⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  6.7%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of 2,496,267 shares of Class B Common Stock of the Issuer.

Calculated based on 41,192,039 shares of Class A Common Stock of the Issuer outstanding as of February 2, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, that was filed by the Issuer with the Securities Exchange Commission on February 4, 2022.

  Names of Reporting Persons

  SunTx Capital Partners II Dutch Investors, L.P.

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  1,462,710 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  1,462,710 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,462,710 ⁽¹⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  3.4%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of 1,228,463 shares of Class B Common Stock of the Issuer.

Calculated based on 41,192,039 shares of Class A Common Stock of the Issuer outstanding as of February 2, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, that was filed by the Issuer with the Securities Exchange Commission on February 4, 2022.

  Names of Reporting Persons

  Ned N. Fleming, III

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  9,894,253 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  9,894,253 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,894,253 ⁽¹⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  19.7%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN, HC

Includes shares of Class A Common Stock of Issuer issuable upon the conversion of (a) 1,788,520 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Fund, (b) 677,629 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Dutch Fund, (c) 2,399,999 shares of Class B Common Stock of the Issuer held by SunTx Partners GP, (d) 2,695 shares of Class B Common Stock of the Issuer held by SunTx Capital Management, (e) 2,496,267 shares of Class B Common Stock of the Issuer held by SunTx Partners II, (f) 1,228,463 shares of Class B Common Stock of the Issuer held by SunTx Partners Dutch LP, and (g) 674 shares of Class B Common Stock of the Issuer held by SunTx Capital II Management. Also includes (w) 4,000 shares of Class A Common Stock of the Issuer directly held by Mr. Flemings spouse, (x) 42,500 restricted shares of Class A Common Stock of the Issuer granted to Mr. Fleming under the Construction Partners, Inc. 2018 Equity Incentive Plan (the Incentive Plan), of which 28,333 shares will vest on January 1, 2024, and 14,167 shares will vest on January 1, 2025, (y) 438,347 shares of Class A Common Stock of the Issuer issuable upon the conversion of shares of Class B Common Stock of the Issuer held by Malachi Holdings Limited Partnership, a limited partnership controlled by Mr. Fleming, and (z) 272 shares of Class A Common Stock of the Issuer issuable upon the conversion of shares of Class B Common Stock of the Issuer held by Boyle Fleming & Co. Inc., a corporation controlled by Mr. Fleming.

Calculated based on 41,192,039 shares of Class A Common Stock of the Issuer outstanding as of February 2, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, that was filed by the Issuer with the Securities Exchange Commission on February 4, 2022.

  Names of Reporting Persons

  Craig Jennings

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  9,441,850 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  9,441,850 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,441,850 ⁽¹⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  18.9%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN, HC

Includes shares of Class A Common Stock of Issuer issuable upon the conversion of (a) 1,788,520 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Fund, (b) 677,629 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Dutch Fund, (c) 2,399,999 shares of Class B Common Stock of the Issuer held by SunTx Partners GP, (d) 2,695 shares of Class B Common Stock of the Issuer held by SunTx Capital Management, (e) 2,496,267 shares of Class B Common Stock of the Issuer held by SunTx Partners II, (f) 1,228,463 shares of Class B Common Stock of the Issuer held by SunTx Partners Dutch LP, and (g) 674 shares of Class B Common Stock of the Issuer held by SunTx Capital II Management. Also includes (y) 17,000 restricted shares of Class A common stock granted to Mr. Jennings under the Incentive Plan, of which 11,333 shares will vest on January 1, 2024, and 5,667 shares will vest on January 1, 2025, and (z) 92,099 shares of Class A Common Stock of the Issuer issuable upon the conversion of shares of Class B Common Stock of the Issuer held by CJCT Associates Limited Partnership, a limited partnership controlled by Mr. Jennings.

Calculated based on 41,192,039 shares of Class A Common Stock of the Issuer outstanding as of February 2, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, that was filed by the Issuer with the Securities Exchange Commission on February 4, 2022.

  Names of Reporting Persons

  Mark R. Matteson

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  9,496,543 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  9,496,543 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,496,543 ⁽¹⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  19.0%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN, HC

Includes shares of Class A Common Stock of Issuer issuable upon the conversion of (a) 1,788,520 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Fund, (b) 677,629 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Dutch Fund, (c) 2,399,999 shares of Class B Common Stock of the Issuer held by SunTx Partners GP, (d) 2,695 shares of Class B Common Stock of the Issuer held by SunTx Capital Management, (e) 2,496,267 shares of Class B Common Stock of the Issuer held by SunTx Partners II, (f) 1,228,463 shares of Class B Common Stock of the Issuer held by SunTx Partners Dutch LP, and (g) 674 shares of Class B Common Stock of the Issuer held by SunTx Capital II Management. Also includes (y) 17,000 restricted shares of Class A common stock granted to Mr. Matteson under the Incentive Plan, of which 11,333 shares will vest on January 1, 2024, and 5,667 shares will vest on January 1, 2025, and (z) 145,792 shares of Class A Common Stock of the Issuer issuable upon the conversion of shares of Class B Common Stock of the Issuer held by AMDG Associates Limited Partnership, a limited partnership controlled by Mr. Matteson.

Calculated based on 41,192,039 shares of Class A Common Stock of the Issuer outstanding as of February 2, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, that was filed by the Issuer with the Securities Exchange Commission on February 4, 2022.

Name of Issuer:

Address of Issuers Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if None, Residence:

Citizenship:

SunTx Capital Management is a Texas corporation;

SunTx Partners GP is a Texas limited partnership;

SunTx Fulcrum Fund is a Delaware limited partnership;

SunTx Fulcrum Dutch Fund is a Delaware limited partnership;

SunTx Capital II Management is a Texas corporation;

SunTx Partners II GP is a Texas limited partnership;

SunTx Partners II is a Delaware limited partnership;

SunTx Partners Dutch LP is a Delaware limited partnership;

Mr. Fleming is a citizen of the United States;

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

Mr. Matteson is a citizen of the United States.

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership:

Ownership of Five Percent or Less of a Class:

Ownership of More than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: 

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

/s/ Ned N. Fleming, III

/s/ Ned N. Fleming, III

/s/ Ned N. Fleming, III

/s/ Ned N. Fleming, III

/s/ Ned N. Fleming, III

/s/ Ned N. Fleming, III

Date: February 14, 2022

SUNTX CAPITAL PARTNERS II, L.P.

By:

SunTx Capital Partners II GP, L.P.,

its general partner

By:

SunTx Capital II Management Corp.,

its general partner

/s/ Ned N. Fleming, III

Name:

Ned N. Fleming, III

Title:

Director

Date: February 14, 2022

SUNTX CAPITAL PARTNERS II DUTCH INVESTORS, L.P.

By:

SunTx Capital Partners II GP, L.P.,

its general partner

its general partner

/s/ Ned N. Fleming, III

Name:

Ned N. Fleming, III

Title:

Director

Date: February 14, 2022

NED N. FLEMING, III

By:

/s/ Ned N. Fleming, III

By:

/s/ Craig Jennings

By:

/s/ Mark R. Matteson