Ned N. Fleming III - Jan 7, 2022 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
Jan 7, 2022
Transactions value $
$0
Form type
4
Date filed
1/10/2022, 07:08 PM
Previous filing
Jan 3, 2022
Next filing
Feb 16, 2023

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 +15.65% $0.00 157K Jan 7, 2022 Direct F1, F2, F3
transaction ROAD Class A Common Stock Award $0 +17K +44.51% $0.00 55.2K Jan 7, 2022 Direct F1, F4, F5
transaction ROAD Class A Common Stock Award $0 +17K +43.38% $0.00 56.2K Jan 7, 2022 Direct F1, F6, F7
holding ROAD Class A Common Stock 4K Jan 7, 2022 By spouse of Ned N. Fleming, III
holding ROAD Class A Common Stock 37.2K Jan 7, 2022 By SunTx Fulcrum Fund Prime, L.P. F8, F9, F10, F11, F12
holding ROAD Class A Common Stock 429K Jan 7, 2022 By SunTx Capital Partners II, L.P. F9, F10, F11, F13
holding ROAD Class A Common Stock 234K Jan 7, 2022 By SunTx Capital Partners II Dutch Investors, L.P. F9, F10, F11, F14

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 Jan 7, 2022 Class A Common Stock 2.4M By SunTx Capital Partners, L.P. F9, F10, F11, F15, F16
holding ROAD Class B Common Stock 438K Jan 7, 2022 Class A Common Stock 438K By Malachi Holdings Limited Partnership F15, F17
holding ROAD Class B Common Stock 272 Jan 7, 2022 Class A Common Stock 272 By Boyle Fleming & Co. Inc. F15, F18
holding ROAD Class B Common Stock 92.1K Jan 7, 2022 Class A Common Stock 92.1K By CJCT Associates Limited Partnership F15, F19
holding ROAD Class B Common Stock 146K Jan 7, 2022 Class A Common Stock 146K By AMDG Associates Limited Partnership F15, F20
holding ROAD Class B Common Stock 1.79M Jan 7, 2022 Class A Common Stock 1.79M By SunTx Fulcrum Fund Prime, L.P. F9, F10, F11, F12, F15
holding ROAD Class B Common Stock 678K Jan 7, 2022 Class A Common Stock 678K By SunTx Fulcrum Dutch Investors Prime, L.P. F9, F10, F11, F15, F21
holding ROAD Class B Common Stock 674 Jan 7, 2022 Class A Common Stock 674 By SunTx Capital II Management Corp. F9, F10, F11, F15, F22
holding ROAD Class B Common Stock 2.7K Jan 7, 2022 Class A Common Stock 2.7K By SunTx Capital Management Corp. F9, F10, F11, F15, F23
holding ROAD Class B Common Stock 2.5M Jan 7, 2022 Class A Common Stock 2.5M By SunTx Capital Partners II, L.P. F9, F10, F11, F13, F15
holding ROAD Class B Common Stock 1.23M Jan 7, 2022 Class A Common Stock 1.23M By SunTx Capital Partners II Dutch Investors, L.P. F9, F10, F11, F14, F15
* 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 under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Incentive Plan").
F2 Includes 42,500 restricted shares of Class A common stock granted to Ned N. Fleming, III under the Incentive Plan, of which 28,333 shares will vest on January 1, 2024, and 14,167 shares will vest on January 1, 2025.
F3 Securities held directly by Ned N. Fleming, III.
F4 Includes 17,000 restricted shares of Class A common stock granted to Craig Jennings under the Incentive Plan, 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 Craig Jennings.
F6 Includes 17,000 restricted shares of Class A common stock granted to Mark R. Matteson under the Incentive Plan, of which 11,333 shares will vest on January 1, 2024, and 5,667 shares will vest on January 1, 2025.
F7 Securities held directly by Mark R. Matteson.
F8 The number of shares reported reflects an adjustment to exclude 30 shares that were incorrectly included in reports filed on September 3, 2021, November 16, 2021, December 17, 2021, and January 3, 2022.
F9 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.
F10 (Continued from Footnote 9) ("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.
F11 (Continued from Footnote 10) 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.
F12 These securities of the Issuer are directly held by SunTx Fulcrum Fund.
F13 These securities of the Issuer are directly held by SunTx Partners II.
F14 These securities of the Issuer are directly held by SunTx Partners Dutch LP.
F15 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.
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 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.
F19 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.
F20 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.
F21 These securities of the Issuer are directly held by SunTx Fulcrum Dutch Fund.
F22 These securities of the Issuer are directly held by SunTx Capital II Management.
F23 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.