Construction Partners, Inc. — Director's Dealing 2021

Jan 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2021-01-15

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
2021-01-15	Class A Common Stock	J	1031379	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-15	Class B Common Stock	$	J	917794	Disposed		Class A Common Stock (917794)	Indirect
2021-01-15	Class B Common Stock	$	J	439457	Acquired		Class A Common Stock (439457)	Indirect
2021-01-15	Class B Common Stock	$	J	222965	Acquired		Class A Common Stock (222965)	Indirect
2021-01-15	Class B Common Stock	$	J	106751	Acquired		Class A Common Stock (106751)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	722373	Indirect
Class A Common Stock	393296	Indirect
Class A Common Stock	428817	Indirect
Class A Common Stock	234247	Indirect
Class A Common Stock	114575	Direct
Class A Common Stock	4000	Indirect
Class A Common Stock	38192	Direct
Class A Common Stock	39192	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (4889339)	4889339	Indirect
Class B Common Stock	$		Class A Common Stock (2661970)	2661970	Indirect

Footnotes

F1: SunTx CPI Expansion Fund, L.P. ("SunTx Expansion Fund") distributed these shares for no consideration.

F2: These securities of the Issuer are directly held by 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"). 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 certain of 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: These securities of the Issuer are directly held by SunTx Capital Partners II, LP ("SunTx Partners II"). The general partner of SunTx Partners II is SunTx Capital Partners II GP, LP ("SunTx Partners II GP").

F7: These securities of the Issuer are directly held by SunTx Capital Partners II Dutch Investors, LP ("SunTx Partners Dutch LP," and together with SunTx Expansion Fund, SunTx Fulcrum Fund, SunTx Fulcrum Dutch Fund and SunTx Partners II, the "SunTx Funds"). The general partner of SunTx Partners Dutch LP is SunTx Partners II GP.

F8: The general partner of SunTx Partners II GP is SunTx Capital II Management Corp. ("SunTx Capital II Management"). Mr. Fleming 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. Each of SunTx Partners II GP, SunTx Capital II Management, Mr. Fleming, Mr. Jennings and Mr. Matteson may be deemed to beneficially own securities of the Issuer held by certain of 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.

F9: Includes 38,192 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 on January 1, 2022.

F10: Includes 12,731 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 on January 1, 2022.

F11: Includes 12,731 restricted shares of Class A Common Stock of the Issuer granted to Mark R. Matteson under the Construction Partners, Inc. 2018 Equity Incentive that will vest on January 1, 2022.

F12: Securities held directly by Ned N. Fleming, III.

F13: Securities held directly by Craig Jennings.

F14: Securities held directly by Mark R. Matteson.

F15: 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, par value $0.001 per share ("Class A common stock") of the Issuer (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.

F16: These securities of the Issuer are directly held by SunTx Expansion GP.