Construction Partners, Inc. — Director's Dealing 2022

Dec 9, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2022-12-07

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-07	Class B Common Stock	$	J	104760	Disposed		Class A Common Stock (104760)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	29731	Direct
Class A Common Stock	30731	Direct
Class A Common Stock	157075	Direct
Class A Common Stock	4000	Indirect
Class A Common Stock	37248	Indirect
Class A Common Stock	428817	Indirect
Class A Common Stock	234247	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (2452414)	2452414	Indirect
Class B Common Stock	$		Class A Common Stock (1227590)	1227590	Indirect
Class B Common Stock	$		Class A Common Stock (1700199)	1700199	Indirect
Class B Common Stock	$		Class A Common Stock (8433)	8433	Indirect
Class B Common Stock	$		Class A Common Stock (1613061)	1613061	Indirect
Class B Common Stock	$		Class A Common Stock (553088)	553088	Indirect
Class B Common Stock	$		Class A Common Stock (441779)	441779	Indirect
Class B Common Stock	$		Class A Common Stock (615472)	615472	Indirect
Class B Common Stock	$		Class A Common Stock (2695)	2695	Direct
Class B Common Stock	$		Class A Common Stock (272)	272	Indirect
Class B Common Stock	$		Class A Common Stock (674)	674	Indirect

Footnotes

F1: This Form 4 is filed jointly by Ned N. Fleming, III, Craig Jennings, Mark R. Matteson, SunTx Fulcrum Fund Prime, L.P. ("SunTx Fulcrum Fund"), SunTx Capital Partners, L.P. ("SunTx Partners GP"), SunTx Fulcrum Dutch Investors Prime, L.P. ("SunTx Fulcrum Dutch Fund"), SunTx Capital Management Corp. ("SunTx Capital Management"), 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").

F2: Includes 17,000 restricted shares of Class A common stock of the Issuer granted to Craig Jennings under the Construction Partners, Inc. 2018 Equity Incentive Plan of which 11,333 shares will vest on January 1, 2024, and 5,667 shares will vest on January 1, 2025.

F3: Securities held directly by Craig Jennings.

F4: Includes 17,000 restricted shares of Class A common stock of the Issuer granted to Mark R. Matteson under the Construction Partners, Inc. 2018 Equity Incentive of which 11,333 shares will vest on January 1, 2024, and 5,667 shares will vest on January 1, 2025.

F5: Securities held directly by Mark R. Matteson.

F6: Includes 42,500 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 of which 28,333 shares will vest on January 1, 2024, and 14,167 shares will vest on January 1, 2025.

F7: Securities held directly by Ned N. Fleming, III.

F8: The general partner of each of SunTx Fulcrum Fund and SunTx Fulcrum Dutch Fund is SunTx Partners GP. The general partner of SunTx Partners GP is SunTx Capital Management. The general partner of each of SunTx Partners II and SunTx Partners Dutch LP (SunTx Partners Dutch LP, SunTx Fulcrum Fund, SunTx Fulcrum Dutch Fund, and SunTx Partners II are collectively 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, SunTx Partners GP, SunTx Capital Management, and SunTx Partners II GP, are referred to herein as the "SunTx Group").

F9: (Continued from Footnote 8) Mr. Fleming, a director of the Issuer, is the sole shareholder and director of SunTx Capital Management and the majority shareholder and sole director of SunTx Capital II Management. Mr. Jennings and Mr. Matteson, each a director of the Issuer, are each executive officers of SunTx Capital Management and shareholders of SunTx Capital II Management. Mr. Fleming, Mr. Jennings, and Mr. Matteson may each be deemed to beneficially own securities of the Issuer held by certain entities in the SunTx Group, and each of SunTx Partners GP, SunTx Capital Management, SunTx Partners II GP, and SunTx Capital II Management may be deemed to beneficially own securities of the Issuer held by certain entities of the SunTx Funds.

F10: (Continued from Footnote 9) 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.

F11: These securities of the Issuer are directly held by SunTx Fulcrum Fund.

F12: These securities of the Issuer are directly held by SunTx Partners II.

F13: These securities of the Issuer are directly held by SunTx Partners Dutch LP.

F14: 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 (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.

F15: SunTx Partners GP distributed these shares for no consideration.

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

F17: These securities of the Issuer are directly held by Malachi Holdings Limited Partnership, a limited partnership controlled by Ned N. Fleming, III. 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.

F18: 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 Ned N. Fleming, III.

F19: These securities of the Issuer are directly held by SunTx Fulcrum Dutch Fund.

F20: These securities of the Issuer are directly held by CJCT Associates Limited Partnership, a limited partnership controlled by Craig 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.

F21: These securities of the Issuer are directly held by AMDG Associates Limited Partnership, a limited partnership controlled by Mark R. 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.

F22: These securities of the Issuer are directly held by Boyle Fleming & Co. Inc., a corporation controlled by Ned N. Fleming, III. 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.

F23: These securities of the Issuer are directly held by SunTx Capital II Management.