Construction Partners, Inc. — Director's Dealing 2019

Apr 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2019-04-18

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
2019-04-18	Class A Common Stock	C	10046695	—	Acquired	10046695	Indirect
2019-04-18	Class A Common Stock	C	5942789	—	Acquired	5942789	Indirect
2019-04-18	Class A Common Stock	C	3235516	—	Acquired	3235516	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-18	Class B Common Stock	$0.0	C	10046695	Disposed		Class A Common Stock (10046695.0)	Indirect
2019-04-18	Class B Common Stock	$0.0	C	5942789	Disposed		Class A Common Stock (5942789.0)	Indirect
2019-04-18	Class B Common Stock	$0.0	C	3235516	Disposed		Class A Common Stock (3235516.0)	Indirect

Footnotes

F1: As permitted by the amended and restated certificate of incorporation of Construction Partners, Inc. (the "Issuer"), the reporting person has elected to convert the reported number of shares of Class B Common Stock, par value $0.001 per share, of the Issuer ("Class B Common Stock") on a one-for-one basis into shares of Class A Common Stock, par value $0.001 per share, of the Issuer ("Class A Common Stock"). 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. Holders of Class A Common Stock are entitled to one vote per share, and holders of the Class B Common Stock are entitled to 10 votes per share. The shares of Class B Common Stock do not expire and are convertible on a cashless basis into shares of Class A Common Stock at any time upon the election of the holder thereof.

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: 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 (defined in footnote 4), 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 (defined in footnote 5). 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.

F4: 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").

F5: 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.