Construction Partners, Inc. — Director's Dealing 2019

Oct 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2019-10-21

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
2019-10-21	Class A Common Stock	S	391939	$13.4662	Disposed	7041831	Indirect
2019-10-21	Class A Common Stock	S	231838	$13.4662	Disposed	4165362	Indirect
2019-10-21	Class A Common Stock	S	126223	$13.4662	Disposed	2267807	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	114575	Direct
Class A Common Stock	4000	Indirect
Class A Common Stock	38192	Direct
Class A Common Stock	39192	Direct

Footnotes

F1: The sales price of these shares of Class A common stock, par value $0.001 ("Class A Common Stock") of Construction Partners, Inc. (the "Issuer") takes into account the $0.7838 per share amount of underwriting discounts for these sales to the underwriters of the public offering of Class A Common Stock. The sales reported herein were sales to the underwriters pursuant to the underwriters' exercise of their option to purchase up to an additional 750,000 shares of Class A Common Stock.

F2: These securities of the Issuer are 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").

F3: These securities of the Issuer are 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").

F4: These securities of the Issuer are 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.

F5: 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.

F6: Represents restricted shares of Class A Common Stock of the Issuer granted to Ned N. Fleming, III under the Construction Partners, Inc. 2018 Equity Incentive Plan that will vest as to two-thirds of the shares on January 1, 2021 and as to the remaining one-third of the shares on January 1, 2022.

F7: Represents restricted shares of Class A Common Stock of the Issuer granted to Craig Jennings under the Construction Partners, Inc. 2018 Equity Incentive Plan that will vest as to two-thirds of the shares on January 1, 2021 and as to the remaining one-third of the shares on January 1, 2022.

F8: Represents 1,000 shares of Class A Common Stock directly held by Mark R. Matteson that were purchased in the open market and 38,192 restricted shares of Class A Common Stock of the Issuer granted to Mark R. Matteson under the Construction Partners, Inc. 2018 Equity Incentive Plan that will vest as to two-thirds of the shares on January 1, 2021 and as to the remaining one-third of the shares on January 1, 2022.

F9: Securities held directly by Ned N. Fleming, III.

F10: Securities held directly by Craig Jennings.

F11: Securities held directly by Mark R. Matteson