SunTx Capital Management Corp. - Sep 12, 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
Sep 12, 2022
Transactions value $
-$1,422,596
Form type
4
Date filed
9/14/2022, 05:11 PM
Previous filing
May 11, 2022
Next filing
Dec 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROAD Class A Common Stock Sale -$663K -23.7K -42.99% $27.96 31.5K Sep 12, 2022 Direct F1, F2, F3, F4, F5
transaction ROAD Class A Common Stock Sale -$9.42K -323 -1.03% $29.15 31.1K Sep 12, 2022 Direct F2, F4, F5, F6
transaction ROAD Class A Common Stock Sale -$42.2K -1.41K -4.54% $29.87 29.7K Sep 12, 2022 Direct F2, F4, F5, F7
transaction ROAD Class A Common Stock Sale -$405K -14.7K -26.18% $27.53 41.5K Sep 12, 2022 Direct F2, F8, F9, F10
transaction ROAD Class A Common Stock Sale -$256K -9.14K -22.04% $27.98 32.3K Sep 12, 2022 Direct F2, F9, F10, F11
transaction ROAD Class A Common Stock Sale -$25.9K -904 -2.8% $28.65 31.4K Sep 12, 2022 Direct F2, F9, F10, F12
transaction ROAD Class A Common Stock Sale -$20.9K -704 -2.24% $29.74 30.7K Sep 12, 2022 Direct F2, F9, F10, F13
holding ROAD Class A Common Stock 157K Sep 12, 2022 Direct F14, F15
holding ROAD Class A Common Stock 4K Sep 12, 2022 By spouse of Ned N. Fleming, III
holding ROAD Class A Common Stock 37.2K Sep 12, 2022 By SunTx Fulcrum Fund Prime, L.P. F16, F17, F18, F19
holding ROAD Class A Common Stock 429K Sep 12, 2022 By SunTx Capital Partners II, L.P. F16, F17, F18, F20
holding ROAD Class A Common Stock 234K Sep 12, 2022 By SunTx Capital Partners II Dutch Investors, L.P. F16, F17, F18, F21

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 -43.9K -1.76% $0.00 2.45M Sep 13, 2022 Class A Common Stock 43.9K By SunTx Capital Partners II, L.P. F16, F17, F18, F20, F22, F23
transaction ROAD Class B Common Stock Other $0 -873 -0.07% $0.00 1.23M Sep 13, 2022 Class A Common Stock 873 By SunTx Capital Partners II Dutch Investors, L.P. F16, F17, F18, F21, F22, F24
transaction ROAD Class B Common Stock Other $0 +36.3K +2.18% $0.00 1.7M Sep 13, 2022 Class A Common Stock 36.3K By Malachi Holdings Limited Partnership F22, F25, F26
transaction ROAD Class B Common Stock Other $0 +8.43K $0.00 8.43K Sep 13, 2022 Class A Common Stock 8.43K By SunTx Capital Savings Plan, FBO Ned N. Fleming, III F22, F27, F28
holding ROAD Class B Common Stock 415K Sep 12, 2022 Class A Common Stock 415K By SunTx Capital Partners, L.P. F16, F17, F18, F22, F29
holding ROAD Class B Common Stock 1.61M Sep 12, 2022 Class A Common Stock 1.61M By SunTx Fulcrum Fund Prime, L.P. F16, F17, F18, F19, F22
holding ROAD Class B Common Stock 553K Sep 12, 2022 Class A Common Stock 553K By SunTx Fulcrum Dutch Investors Prime, L.P. F16, F17, F18, F22, F30
holding ROAD Class B Common Stock 442K Sep 12, 2022 Class A Common Stock 442K By CJCT Associates Limited Partnership F22, F31
holding ROAD Class B Common Stock 615K Sep 12, 2022 Class A Common Stock 615K By AMDG Associates Limited Partnership F22, F32
holding ROAD Class B Common Stock 2.7K Sep 12, 2022 Class A Common Stock 2.7K Direct F15, F22
holding ROAD Class B Common Stock 272 Sep 12, 2022 Class A Common Stock 272 By Boyle Fleming & Co. Inc. F22, F33
holding ROAD Class B Common Stock 674 Sep 12, 2022 Class A Common Stock 674 By SunTx Capital II Management Corp. F16, F17, F18, F22, F34
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 is filed jointly by Ned N. Fleming, III, Craig Jennings, Mark R. Matteson, SunTx Fulcrum Fund Prime, L.P., SunTx Capital Partners, L.P., SunTx Fulcrum Dutch Investors Prime, L.P., SunTx Capital Management Corp., SunTx Capital Partners II, L.P., SunTx Capital Partners II Dutch Investors, L.P., and SunTx Capital II Management Corp. (collectively, the "Reporting Persons").
F2 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. A portion of the net proceeds from the sales reported in this Form 4 was used to pay income taxes resulting from the vesting of restricted shares of Class A common stock, par value $0.001 per share ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") previously granted to the reporting persons under the Construction Partners, Inc. 2018 Equity Incentive Plan.
F3 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.55 to $28.28, inclusive. The reporting persons undertake to provide to 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.
F4 Includes 17,000 restricted shares of Class A common stock of the Issuer granted to Craig Jennings under the Construction Partners, Inc. 2018 Equity 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 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.38 to $29.22, inclusive. The reporting persons undertake 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.
F7 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.43 to $30.05, inclusive. The reporting persons undertake 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.
F8 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.87 to $27.86, inclusive. The reporting persons undertake 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.
F9 Includes 17,000 restricted shares of Class A common stock of the Issuer granted to Mark R. Matteson under the Construction Partners, Inc. 2018 Equity Incentive of which 11,333 shares will vest on January 1, 2024, and 5,667 shares will vest on January 1, 2025.
F10 Securities held directly by Mark R. Matteson.
F11 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.88 to $28.18, inclusive. The reporting persons undertake 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.
F12 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.27 to $29.18, inclusive. The reporting persons undertake 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.
F13 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.33 to $30.05, inclusive. The reporting persons undertake 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.
F14 Includes 42,500 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 of which 28,333 shares will vest on January 1, 2024, and 14,167 shares will vest on January 1, 2025.
F15 Securities held directly by Ned N. Fleming, III.
F16 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 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, 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.
F17 (Continued from Footnote 16) ("SunTx Capital II Management," and together with SunTx Partners GP, SunTx Capital Management, and SunTx Partners II GP, the "SunTx Group"). Mr. Fleming, a director of the Issuer, is the sole shareholder and director of SunTx Capital Management and the majority shareholder and sole director of SunTx Capital II Management. Mr. Jennings and Mr. Matteson, each a director of the Issuer, are each executive officers of SunTx Capital Management and shareholders of SunTx Capital II Management. Mr. Fleming, Mr. Jennings, and Mr. Matteson may each be deemed to beneficially own securities of the Issuer held by certain entities in the SunTx Group, and each of 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 entities of the SunTx Funds.
F18 (Continued from Footnote 17) 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.
F19 These securities of the Issuer are directly held by SunTx Fulcrum Fund.
F20 These securities of the Issuer are directly held by SunTx Partners II.
F21 These securities of the Issuer are directly held by SunTx Partners Dutch LP.
F22 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 (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.
F23 SunTx Partners II distributed these shares for no consideration.
F24 SunTx Partners Dutch LP distributed these shares for no consideration.
F25 SunTx Partners II distributed 35,585 of these shares, and SunTx Partners Dutch LP distributed 708 of these shares, in each case for no consideration.
F26 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.
F27 SunTx Partners II distributed 8,268 of these shares, and SunTx Partners Dutch LP distributed 165 of these shares, in each case for no consideration.
F28 These securities of the Issuer are directly held by SunTx Capital Savings Plan, FBO Ned N. Fleming, III, a 401(k) account for the benefit of Ned N. Fleming, III.
F29 These securities of the Issuer are directly held by SunTx Partners GP.
F30 These securities of the Issuer are directly held by SunTx Fulcrum Dutch Fund.
F31 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.
F32 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.
F33 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.
F34 These securities of the Issuer are directly held by SunTx Capital II Management.

Remarks:

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 Exchange Act, 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.