Construction Partners, Inc. — Director's Dealing 2018

May 10, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2018-04-23

Reporting Person: SunTx Capital Management Corp. (Director, 10% Owner)
Reporting Person: SunTX CPI Expansion Fund GP, L.P. (Director, 10% Owner)
Reporting Person: SUNTX CAPITAL PARTNERS L P (Director, 10% Owner)
Reporting Person: SunTx CPI Expansion Fund LP (Director, 10% Owner)
Reporting Person: SunTx Fulcrum Fund Prime, L.P. (Director, 10% Owner)
Reporting Person: SunTx Fulcrum Dutch Investors Prime, L.P. (Director, 10% Owner)
Reporting Person: Fleming Ned N III (Director, 10% Owner)
Reporting Person: Jennings Craig (Director, 10% Owner)
Reporting Person: Matteson Mark R (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-23	Common Stock	D	779648	—	Disposed	0	Indirect
2018-04-23	Common Stock	D	461175	—	Disposed	0	Indirect
2018-04-23	Common Stock	D	251084	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-23	Class B Common Stock	$	A	19647134	Acquired		Class A Common Stock (19647134)	Indirect
2018-04-23	Class B Common Stock	$	A	11621610	Acquired		Class A Common Stock (11621610)	Indirect
2018-04-23	Class B Common Stock	$	A	6327316	Acquired		Class A Common Stock (6327316)	Indirect
2018-05-08	Class B Common Stock	$	S	1155008	Disposed		Class A Common Stock (1155008)	Indirect
2018-05-08	Class B Common Stock	$	S	683206	Disposed		Class A Common Stock (683206)	Indirect
2018-05-08	Class B Common Stock	$	S	371968	Disposed		Class A Common Stock (371968)	Indirect

Footnotes

F1: On April 23, 2018, Construction Partners, Inc. (the "Issuer") amended and restated its certificate of incorporation to effectuate a dual class common stock structure consisting of the Issuer's Class A Common Stock, par value $0.001 per share ("Class A Common Stock") and the Issuer's Class B Common Stock, par value $0.001 per share ("Class B Common Stock"), as a result of which each share of the Issuer's Common Stock, par value $0.001 per share, automatically and without any action on the part of the holders thereof, was reclassified and changed into approximately 25.2 shares of the Issuer's Class B Common Stock so that all of the Issuer's equity holders became the holders of Class B Common Stock (the "Reclassification"). The Reclassification was approved by the Issuer's Board of Directors in advance of the Reclassification.

F2: (Continued from Footnote 1) Each share of Class B Common Stock of the Issuer is convertible at any time at the option of the holder thereof into one share of Class A Common Stock of the Issuer. 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. Further, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any transfer, whether or not for value, except upon certain transfers described in the Issuer's amended and restated certificate of incorporation. The shares of Class B Common Stock reported as sold in this Form 4 automatically converted into shares of Class A Common Stock when transferred to the buyer. 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.

F3: (Continued from Footnote 2) 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.

F4: These securities of the Issuer are or were directly held by SunTx CPI Expansion Fund, L.P. ("SunTx Expansion Fund"). The general partner of SunTx Expansion Fund is SunTx CPI Expansion Fund GP, L.P. ("SunTx Expansion GP").

F5: These securities of the Issuer are or were directly held by SunTx Fulcrum Fund Prime, L.P. ("SunTx Fulcrum Fund"). The general partner of SunTx Fulcrum Fund is SunTx Capital Partners L.P. ("SunTx Partners GP").

F6: These securities of the Issuer are or were directly held by SunTx Fulcrum Dutch Investors Prime, L.P. ("SunTx Fulcrum Dutch Fund", and together with SunTx Expansion Fund and SunTx Fulcrum Fund, the "SunTx Funds"). The general partner of SunTx Fulcrum Dutch Fund is SunTx Partners GP.

F7: The general partner of each of SunTx Expansion GP and SunTx Partners GP is SunTx Capital Management Corp. ("SunTx Capital Management"). Ned N. Fleming, III, a director of the Issuer, is the sole shareholder and director of SunTx Capital Management. Craig Jennings and Mark R. Matteson, each a director of the Issuer, are each executive officers of SunTx Capital Management. Each of SunTx Expansion GP, SunTx Partners GP, SunTx Capital Management, Mr. Fleming, Mr. Jennings and Mr. Matteson 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, or for any other purpose.

F8: This sales price takes into account the $0.84 per share amount of underwriting discounts and commissions for these sales to the underwriters of the Issuer's initial public offering.