| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ROAD | Class A Common Stock | Sale | -$504K | -15.8K | -14.9% | $32.00 | 90K | Jul 20, 2021 | By SunTx Fulcrum Dutch Investors Prime, L.P. | F1, F2, F3, F6, F7 |
| transaction | ROAD | Class A Common Stock | Sale | -$2.88M | -90K | -100% | $32.00 | 0 | Jul 21, 2021 | By SunTx Fulcrum Dutch Investors Prime, L.P. | F1, F3, F4, F6, F7 |
| holding | ROAD | Class A Common Stock | 194K | Jul 20, 2021 | By SunTx Fulcrum Fund Prime, L.P. | F5, F6, F7 | |||||
| holding | ROAD | Class A Common Stock | 429K | Jul 20, 2021 | By SunTx Capital Partners II, LP | F8, F10 | |||||
| holding | ROAD | Class A Common Stock | 234K | Jul 20, 2021 | By SunTx Capital Partners II Dutch Investors, LP | F9, F10 | |||||
| holding | ROAD | Class A Common Stock | 115K | Jul 20, 2021 | Direct | F11, F14 | |||||
| holding | ROAD | Class A Common Stock | 4K | Jul 20, 2021 | By spouse of Ned N. Fleming, III | ||||||
| holding | ROAD | Class A Common Stock | 38.2K | Jul 20, 2021 | Direct | F12, F15 | |||||
| holding | ROAD | Class A Common Stock | 39.2K | Jul 20, 2021 | Direct | F13, F16 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | ROAD | Class B Common Stock | 4.86M | Jul 20, 2021 | Class A Common Stock | 4.86M | By SunTx CPI Expansion Fund, L.P. | F6, F7, F17, F18 | ||||||
| holding | ROAD | Class B Common Stock | 1.4M | Jul 20, 2021 | Class A Common Stock | 1.4M | By SunTx Capital Partners II, LP | F8, F10, F17 | ||||||
| holding | ROAD | Class B Common Stock | 672K | Jul 20, 2021 | Class A Common Stock | 672K | By SunTx Capital Partners II Dutch Investors, LP | F9, F10, F17 | ||||||
| holding | ROAD | Class B Common Stock | 397K | Jul 20, 2021 | Class A Common Stock | 397K | By SunTx CPI Expansion Fund GP, LP | F6, F7, F17, F19 | ||||||
| holding | ROAD | Class B Common Stock | 4.12M | Jul 20, 2021 | Class A Common Stock | 4.12M | By SunTx Fulcrum Fund Prime, L.P. | F5, F6, F7, F17 | ||||||
| holding | ROAD | Class B Common Stock | 2.24M | Jul 20, 2021 | Class A Common Stock | 2.24M | By SunTx Fulcrum Dutch Investors Prime, L.P. | F3, F6, F7, F17 |
| Id | Content |
|---|---|
| F1 | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
| F2 | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.04, inclusive. The reporting person undertakes to provide to Construction Partners, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote |
| F3 | 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 Capital Partners L.P. ("SunTx Partners GP"). |
| F4 | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.28, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| F5 | 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 Partners GP. |
| F6 | The general partner of each of SunTx CPI Expansion Fund, L.P. ("SunTx Expansion Fund") 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 (defined below), 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 (defined below). |
| F7 | (Continued from Footnote 6) 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. |
| F8 | 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"). |
| F9 | 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. |
| F10 | 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. |
| F11 | 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. |
| F12 | 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. |
| F13 | 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. |
| F14 | Securities held directly by Ned N. Fleming, III. |
| F15 | Securities held directly by Craig Jennings. |
| F16 | Securities held directly by Mark R. Matteson. |
| F17 | 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. |
| F18 | 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"). |
| F19 | These securities of the Issuer are directly held by SunTx Expansion GP. |
Each of Ned N. Fleming, III, Craig Jennings and Mark R. Matteson serves on the Board of Directors of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Mr. Fleming, Mr. Jennings and Mr. Matteson are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.