Ned N. Fleming III - Dec 29, 2021 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Signature
NED N. FLEMING, III, /s/ Ned N. Fleming, III
Stock symbol
ROAD
Transactions as of
Dec 29, 2021
Transactions value $
$0
Form type
4
Date filed
1/3/2022, 03:15 PM
Previous filing
Jul 2, 2021
Next filing
Jan 10, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROAD Class A Common Stock Award $0 +21.3K +18.55% $0.00 136K Dec 29, 2021 Direct F1, F2, F3
holding ROAD Class A Common Stock 4K Dec 29, 2021 By spouse of Ned N. Fleming, III
holding ROAD Class A Common Stock 38.2K Dec 29, 2021 Direct F4, F5
holding ROAD Class A Common Stock 39.2K Dec 29, 2021 Direct F6, F7
holding ROAD Class A Common Stock 37.3K Dec 29, 2021 By SunTx Fulcrum Fund Prime, L.P. F8, F9, F10, F11
holding ROAD Class A Common Stock 429K Dec 29, 2021 By SunTx Capital Partners II, L.P. F8, F9, F10, F12
holding ROAD Class A Common Stock 234K Dec 29, 2021 By SunTx Capital Partners II Dutch Investors, L.P. F8, F9, F10, F13

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
holding ROAD Class B Common Stock 2.4M Dec 29, 2021 Class A Common Stock 2.4M By SunTx Capital Partners, L.P. F8, F9, F10, F14, F15
holding ROAD Class B Common Stock 438K Dec 29, 2021 Class A Common Stock 438K By Malachi Holdings Limited Partnership F14, F16
holding ROAD Class B Common Stock 272 Dec 29, 2021 Class A Common Stock 272 By Boyle Fleming & Co. Inc. F14, F17
holding ROAD Class B Common Stock 92.1K Dec 29, 2021 Class A Common Stock 92.1K By CJCT Associates Limited Partnership F14, F18
holding ROAD Class B Common Stock 146K Dec 29, 2021 Class A Common Stock 146K By AMDG Associates Limited Partnership F14, F19
holding ROAD Class B Common Stock 1.79M Dec 29, 2021 Class A Common Stock 1.79M By SunTx Fulcrum Fund Prime, L.P. F8, F9, F10, F11, F14
holding ROAD Class B Common Stock 678K Dec 29, 2021 Class A Common Stock 678K By SunTx Fulcrum Dutch Investors Prime, L.P. F8, F9, F10, F14, F20
holding ROAD Class B Common Stock 674 Dec 29, 2021 Class A Common Stock 674 By SunTx Capital II Management Corp. F8, F9, F10, F14, F21
holding ROAD Class B Common Stock 2.7K Dec 29, 2021 Class A Common Stock 2.7K By SunTx Capital Management Corp. F8, F9, F10, F14, F22
holding ROAD Class B Common Stock 2.5M Dec 29, 2021 Class A Common Stock 2.5M By SunTx Capital Partners II, L.P. F8, F9, F10, F12, F14
holding ROAD Class B Common Stock 1.23M Dec 29, 2021 Class A Common Stock 1.23M By SunTx Capital Partners II Dutch Investors, L.P. F8, F9, F10, F13, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.

Remarks:

Each of Ned N. Fleming, III, Craig Jennings and Mark R. Matteson serves on the Board of Directors of the Issuer.