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Filing Details

Accession Number:: 0000950170-23-070077
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-12-13 16:31:49
Reporting Period:: 2023-12-11

Accepted Time:: 2023-12-13 16:31:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1718227	Construction Partners Inc.	ROAD	Heavy Construction Other Than Bldg Const - Contractors (1600)	260758017

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1739383	Craig Jennings	5420 Lbj Freeway, Suite 1000 Dallas TX 75240		No	No	No	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	Explanation
Class A Common Stock	Disposition	2023-12-11	50,000	$42.64	50,000	No	4	S	Indirect	By CJCT Associates Limited Partnership
Class A Common Stock	Disposition	2023-12-12	25,000	$43.09	25,000	No	4	S	Indirect	By CJCT Associates Limited Partnership
Class A Common Stock	Disposition	2023-12-12	2,500	$0.00	22,500	No	4	G	Indirect	By CJCT Associates Limited Partnership

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By CJCT Associates Limited Partnership
No	4	S	Indirect	By CJCT Associates Limited Partnership
No	4	G	Indirect	By CJCT Associates Limited Partnership

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	262,965	Indirect	By SunTx Capital Partners II, L.P.
Class A Common Stock	150,099	Indirect	By SunTx Capital Partners II Dutch Investors, L.P.
Class A Common Stock	29,731	Direct

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	2,585,096	2,585,096	Indirect
Class A Common Stock	Class B Common Stock	$0.00	1,294,908	1,294,908	Indirect
Class A Common Stock	Class B Common Stock	$0.00	351,178	351,178	Indirect
Class A Common Stock	Class B Common Stock	$0.00	674	674	Indirect

Amount	Remaning Holdings	Nature of Ownership
2,585,096	2,585,096	Indirect
1,294,908	1,294,908	Indirect
351,178	351,178	Indirect
674	674	Indirect

Footnotes

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.52 to $42.93, inclusive. The reporting person undertakes 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 range set forth in this footnote to this Form 4.
These securities of the Issuer are directly held by CJCT Associates Limited Partnership, a limited partnership controlled by the reporting person ("CJCT"). The reporting person may be deemed to beneficially own securities of the Issuer held by such limited partnership. The reporting person 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 the reporting 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00 to $43.47, inclusive. The reporting person undertakes 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 to this Form 4.
Represents a charitable contribution of shares of Class A common stock, par value $0.001 per share ("Class A common stock"), of the Issuer.
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") 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. ("SunTx Capital II Management"). The reporting person, a director of the Issuer, is a shareholder of SunTx Capital II Management. The reporting person may be deemed to beneficially own securities of the Issuer held by SunTx Partners II, SunTx Partners Dutch LP and SunTx Capital II Management. The reporting person 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 the reporting person 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 Partners II.
These securities of the Issuer are directly held by SunTx Partners Dutch LP.
Includes 17,000 restricted shares of Class A common stock of the Issuer granted to the reporting person 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 the reporting person.
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.
These securities of the Issuer are directly held by SunTx Capital II Management.