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Filing Details

Accession Number:: 0000950170-24-135493
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-12-11 17:49:05
Reporting Period:: 2024-12-06

Accepted Time:: 2024-12-11 17:49:05
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1437404	Suntx Capital Partners Ii Dutch Investors Lp	5420 Lbj Freeway, Suite 1000 Dallas TX 75240	No	No	No	No
1437408	Suntx Capital Partners Ii Lp	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
1833038	Suntx Capital Ii Management Corp.	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	Acquisiton	2024-12-06	101,021	$0.00	309,344	No	4	C	Indirect	By SunTx Capital Partners II, L.P.
Class A Common Stock	Disposition	2024-12-06	309,344	$0.00	0	No	4	J	Indirect	By SunTx Capital Partners II, L.P.
Class A Common Stock	Acquisiton	2024-12-06	53,221	$0.00	167,856	No	4	C	Indirect	By SunTx Capital Partners II Dutch Investors, L.P.
Class A Common Stock	Disposition	2024-12-06	167,856	$0.00	0	No	4	J	Indirect	By SunTx Capital Partners II Dutch Investors, L.P.
Class A Common Stock	Disposition	2024-12-09	12,731	$99.78	17,000	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By SunTx Capital Partners II, L.P.
No	4	J	Indirect	By SunTx Capital Partners II, L.P.
No	4	C	Indirect	By SunTx Capital Partners II Dutch Investors, L.P.
No	4	J	Indirect	By SunTx Capital Partners II Dutch Investors, L.P.
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	2024-12-06	101,021	$0.00	101,021	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-12-06	22,360	$0.00	22,360	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-12-06	53,221	$0.00	53,221	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-12-06	440	$0.00	440	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,510,682	No	4	C	Indirect
2,488,322	No	4	J	Indirect
1,255,186	No	4	C	Indirect
1,254,746	No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	24,168	Direct
Class A Common Stock	30,731	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	4,000	4,000	Indirect
Class A Common Stock	Class B Common Stock	$0.00	71,515	71,515	Direct
Class A Common Stock	Class B Common Stock	$0.00	1,535,857	1,535,857	Indirect
Class A Common Stock	Class B Common Stock	$0.00	355,179	355,179	Indirect
Class A Common Stock	Class B Common Stock	$0.00	4,942	4,942	Indirect
Class A Common Stock	Class B Common Stock	$0.00	10,621	10,621	Indirect
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
Class A Common Stock	Class B Common Stock	$0.00	300,000	300,000	Indirect
Class A Common Stock	Class B Common Stock	$0.00	23	23	Indirect
Class A Common Stock	Class B Common Stock	$0.00	125	125	Indirect
Class A Common Stock	Class B Common Stock	$0.00	102	102	Indirect
Class A Common Stock	Class B Common Stock	$0.00	400,715	400,715	Indirect

Amount	Remaning Holdings	Nature of Ownership
4,000	4,000	Indirect
71,515	71,515	Direct
1,535,857	1,535,857	Indirect
355,179	355,179	Indirect
4,942	4,942	Indirect
10,621	10,621	Indirect
272	272	Indirect
674	674	Indirect
300,000	300,000	Indirect
23	23	Indirect
125	125	Indirect
102	102	Indirect
400,715	400,715	Indirect

Footnotes

This Form 4 is filed jointly by Ned N. Fleming, III, Craig Jennings, Mark R. Matteson, 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").
Pursuant to the Amended and Restated Certificate of Incorporation of Construction Partners, Inc. (the "Issuer"), shares of the Issuer's Class B common stock, par value $0.001 per share ("Class B common stock"), automatically converted on a one-for-one basis into shares of the Issuer's Class A common stock, par value $0.001 per share ("Class A common stock"), upon the distributions described in this Form 4.
The general partner of each of SunTx Partners II and SunTx Partners Dutch LP (SunTx Partners Dutch LP and SunTx Partners II are together 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 and SunTx Partners II GP are referred to herein as the "SunTx Group"). Mr. Fleming, a director of the Issuer, is the majority shareholder and sole director of SunTx Capital II Management. Mr. Jennings and Mr. Matteson, each a director of the Issuer, are shareholders of SunTx Capital II Management.
(Continued from Footnote 3) Mr. Fleming, Mr. Jennings, and Mr. Matteson each may be deemed to beneficially own securities of the Issuer held by certain entities in the SunTx Group, and the SunTx Group may be deemed to beneficially own securities of the Issuer held by the SunTx Funds. 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 Partners II.
SunTx Partners II distributed these shares to its limited partners for no consideration.
These securities of the Issuer are directly held by SunTx Partners Dutch LP.
SunTx Partners Dutch LP distributed these shares to its limited partners for no consideration.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.47 to $100.42, inclusive. Mr. Jennings undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, 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.
Includes 5,667 restricted shares of Class A common stock granted to Mr. Jennings under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Incentive Plan"), which will vest on January 1, 2025.
Securities held directly by Mr. Jennings.
Includes 14,168 of restricted shares of Class A common stock granted to Mr. Fleming under the Incentive Plan, which will vest on January 1, 2025.
Securities held directly by Mr. Fleming.
Includes 5,667 restricted shares of Class A common stock of the Issuer granted to Mr. Matteson under the Incentive Plan, which will vest on January 1, 2025.
Securities held directly by Mr. Matteson.
Each share of 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.
These securities of the Issuer are directly held by The Fleming Family Management Trust, a trust of which Mr. Fleming's spouse is the sole trustee and sole beneficiary. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such trust. 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 the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
Includes (i) 10,097 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 201 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.
These securities of the Issuer are directly held by Malachi Holdings Limited Partnership, a limited partnership controlled by Mr. Fleming. 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.
Includes (i) 3,924 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 77 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.
These securities of the Issuer are directly held by CJCT Associates Limited Partnership, a limited partnership controlled by Mr. 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.
Includes (i) 4,846 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 96 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.
These securities of the Issuer are directly held by AMDG Associates II, L.P., a limited partnership controlled by Mr. 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.
Includes (i) 2,146 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 42 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.
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 Mr. Fleming.
These securities of the Issuer are directly held by Boyle Fleming & Co. Inc., a corporation controlled by Mr. Fleming. 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.
These securities of the Issuer are directly held by NNFIII ROAD, LLC, a limited liability company controlled by Mr. Fleming.
Represents shares of Class B common stock received in a distribution from SunTx Partners II. The acquisition of such shares was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.
These securities of the Issuer are directly held by SunTx Partners II GP.
Includes (i) 123 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 2 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.
These securities of the Issuer are directly held by SunTx Capital Savings Plan, FBO Mark Matteson, a 401(k) account for the benefit of Mr. Matteson.
Includes (i) 100 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 2 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 pursuant to Rule 16a-13 promulgated thereunder.
These securities of the Issuer are directly held by SunTx Capital Savings Plan, FBO Craig Jennings, a 401(k) account for the benefit of Mr. Jennings.
These securities of the Issuer are directly held by AMDG Associates Limited Partnership, a limited partnership controlled by Mr. 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.