Construction Partners, Inc. — Director's Dealing 2022

Jan 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Construction Partners, Inc. (ROAD)
CIK: 0001718227
Period of Report: 2021-12-29

Reporting Person: Fleming Ned N III (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-29	Class A Common Stock	A	21250	$0.00	Acquired	135825	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	4000	Indirect
Class A Common Stock	38192	Direct
Class A Common Stock	39192	Direct
Class A Common Stock	37278	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 (2399999)	2399999	Indirect
Class B Common Stock	$		Class A Common Stock (438347)	438347	Indirect
Class B Common Stock	$		Class A Common Stock (272)	272	Indirect
Class B Common Stock	$		Class A Common Stock (92099)	92099	Indirect
Class B Common Stock	$		Class A Common Stock (145792)	145792	Indirect
Class B Common Stock	$		Class A Common Stock (1788520)	1788520	Indirect
Class B Common Stock	$		Class A Common Stock (677629)	677629	Indirect
Class B Common Stock	$		Class A Common Stock (674)	674	Indirect
Class B Common Stock	$		Class A Common Stock (2695)	2695	Indirect
Class B Common Stock	$		Class A Common Stock (2496267)	2496267	Indirect
Class B Common Stock	$		Class A Common Stock (1228463)	1228463	Indirect

Footnotes

F1: Represents restricted shares of Class A common stock, par value $0.001 per share ("Class A common stock") of Construction Partners, Inc. (the "Issuer") granted to Ned N. Fleming, III under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Incentive Plan"), of which 14,167 shares will vest on January 1, 2024 and 7,083 shares will vest on January 1, 2025.

F2: Includes 59,442 restricted shares of Class A common stock granted to Ned N. Fleming, III under the Incentive Plan, of which 38,192 shares will vest on January 1, 2022, 14,167 shares will vest on January 1, 2024, and 7,083 shares will vest on January 1, 2025.

F3: Securities held directly by Ned N. Fleming, III.

F4: Includes 12,731 restricted shares of Class A common stock granted to Craig Jennings under the Equity Incentive Plan, all of which will vest on January 1, 2022.

F5: Securities held directly by Craig Jennings.

F6: Includes 12,731 restricted shares of Class A common stock granted to Mark R. Matteson under the Equity Incentive Plan, all of which will vest on January 1, 2022.

F7: Securities held directly by Mark R. Matteson.

F8: The general partner of each of SunTx Fulcrum Fund Prime, L.P. ("SunTx Fulcrum Fund") and SunTx Fulcrum Dutch Investors Prime, L.P. ("SunTx Fulcrum Dutch Fund") is SunTx Capital Partners, L.P. ("SunTx Partners GP"). The general partner of SunTx CPI Expansion Fund, L.P. ("SunTx Expansion Fund") is SunTx CPI Expansion Fund GP, L.P. ("SunTx Expansion GP"). The general partner of each of SunTx Expansion GP and SunTx Partners GP is SunTx Capital Management Corp. ("SunTx Capital Management"). The general partner of each of SunTx Capital Partners II, L.P. ("SunTx Partners II") and SunTx Capital Partners II Dutch Investors, L.P. ("SunTx Partners Dutch LP" and together with SunTx Fulcrum Fund, SunTx Fulcrum Dutch Fund, SunTx Expansion Fund, and SunTx Partners II, 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 Corp.

F9: (Continued from Footnote 8) ("SunTx Capital II Management," and together with SunTx Expansion GP, SunTx Partners GP, SunTx Capital Management, and SunTx Partners II GP, the "SunTx Group"). Ned N. Fleming, III, a director of the Issuer, is the sole shareholder and director of SunTx Capital Management. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by certain entities in the SunTx Group, and each of SunTx Expansion GP, 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 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 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.

F15: These securities of the Issuer are directly held by SunTx Partners GP.

F16: 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.

F17: 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.

F18: 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.

F19: 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.

F20: These securities of the Issuer are directly held by SunTx Fulcrum Dutch Fund.

F21: These securities of the Issuer are directly held by SunTx Capital II Management.

F22: These securities of the Issuer are directly held by SunTx Capital Management.