SunTx Capital Management Corp. - Nov 11, 2021 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Signature
SUNTX CAPITAL MANAGEMENT CORP., Name: /s/ Ned N. Fleming, III, Title: Director
Stock symbol
ROAD
Transactions as of
Nov 11, 2021
Transactions value $
$0
Form type
4
Date filed
11/16/2021, 03:15 PM
Previous filing
Sep 3, 2021
Next filing
Dec 17, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ROAD Class A Common Stock 37.3K Nov 11, 2021 By SunTx Fulcrum Fund Prime, L.P. F1, F2, F3, F4
holding ROAD Class A Common Stock 429K Nov 11, 2021 By SunTx Capital Partners II, LP F2, F3, F4, F5
holding ROAD Class A Common Stock 234K Nov 11, 2021 By SunTx Capital Partners II Dutch Investors, LP F2, F3, F4, F6
holding ROAD Class A Common Stock 115K Nov 11, 2021 Direct F7, F8
holding ROAD Class A Common Stock 4K Nov 11, 2021 By spouse of Ned N. Fleming, III
holding ROAD Class A Common Stock 38.2K Nov 11, 2021 Direct F9, F10
holding ROAD Class A Common Stock 39.2K Nov 11, 2021 Direct F11, F12

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ROAD Class B Common Stock Other $0 -1.45M -47.01% $0.00 1.63M Nov 11, 2021 Class A Common Stock 1.45M By SunTx Fulcrum Fund Prime, L.P. F1, F2, F3, F4, F13, F14
transaction ROAD Class B Common Stock Other $0 -859K -59.55% $0.00 583K Nov 11, 2021 Class A Common Stock 859K By SunTx Fulcrum Dutch Investors Prime, L.P. F2, F3, F4, F13, F15, F18
transaction ROAD Class B Common Stock Other $0 -4.86M -100% $0.00* 0 Nov 11, 2021 Class A Common Stock 4.86M By SunTx CPI Expansion Fund, L.P F2, F3, F4, F13, F16, F19
transaction ROAD Class B Common Stock Other $0 +2.16K +403.74% $0.00 2.7K Nov 11, 2021 Class A Common Stock 2.16K Direct F13, F14
transaction ROAD Class B Common Stock Other $0 +1.2M +68.43% $0.00 2.94M Nov 11, 2021 Class A Common Stock 1.2M By SunTx Capital Partners, L.P. F2, F3, F4, F13, F17, F20
transaction ROAD Class B Common Stock Other $0 +1.1M +78.27% $0.00 2.5M Nov 11, 2021 Class A Common Stock 1.1M By SunTx Capital Partners II, LP F2, F3, F4, F5, F13, F16
transaction ROAD Class B Common Stock Other $0 +556K +82.7% $0.00 1.23M Nov 11, 2021 Class A Common Stock 556K By SunTx Capital Partners II Dutch Investors, LP F2, F3, F4, F6, F13, F16
transaction ROAD Class B Common Stock Other $0 +266K +67.14% $0.00 663K Nov 11, 2021 Class A Common Stock 663K By SunTx CPI Expansion Fund GP, LP F2, F3, F4, F13, F16, F21
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These securities of Construction Partners, Inc. (the "Issuer") are directly held by SunTx Fulcrum Fund Prime, L.P. ("SunTx Fulcrum Fund").
F2 The general partner of each of 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, LP ("SunTx Partners II") and 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") is SunTx Capital Partners II GP, LP ("SunTx Partners II GP"). The general partner of SunTx Partners II GP is SunTx Capital II Management Corp. ("SunTx Capital II Management").
F3 (continued from footnote 2) 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. Mr. Fleming is also the majority shareholder and sole director of SunTx Capital II Management. Mr. Jennings and Mr. Matteson are also shareholders of SunTx Capital II Management. Each of SunTx Expansion GP, SunTx Partners GP, SunTx Capital Management, 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.
F4 (continued from footnote 3) 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.
F5 These securities of the Issuer are directly held by SunTx Partners II.
F6 These securities of the Issuer are directly held by SunTx Partners Dutch LP.
F7 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.
F8 Securities held directly by Ned N. Fleming, III.
F9 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.
F10 Securities held directly by Craig Jennings.
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 Mark R. Matteson.
F13 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.
F14 SunTx Fulcrum Fund distributed these shares for no consideration.
F15 SunTx Fulcrum Dutch Fund distributed these shares for no consideration.
F16 SunTx Expansion Fund distributed these shares for no consideration.
F17 SunTx Fulcrum Fund distributed 810,230 of these shares, and SunTx Fulcrum Dutch Fund distributed 385,296 of these shares, and in each case for no consideration.
F18 These securities of the Issuer are directly held by SunTx Fulcrum Dutch Fund.
F19 These securities of the Issuer are directly held by SunTx Expansion Fund.
F20 These securities of the Issuer are directly held by SunTx Partners GP.
F21 These securities of the Issuer are directly held by SunTx Expansion GP.