Ned N. Fleming III - Feb 14, 2023 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Signature
/s/ Ned N. Fleming, III
Stock symbol
ROAD
Transactions as of
Feb 14, 2023
Transactions value $
$15,660
Form type
4
Date filed
2/16/2023, 04:25 PM
Previous filing
Jan 10, 2022
Next filing
Jun 14, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ROAD Class A Common Stock 157K Feb 14, 2023 Direct F1, F2
holding ROAD Class A Common Stock 4K Feb 14, 2023 By spouse of Ned N. Fleming, III
holding ROAD Class A Common Stock 37.2K Feb 14, 2023 By SunTx Fulcrum Fund Prime, L.P. F3, F4, F5, F6
holding ROAD Class A Common Stock 429K Feb 14, 2023 By SunTx Capital Partners II, L.P. F3, F4, F5, F7
holding ROAD Class A Common Stock 234K Feb 14, 2023 By SunTx Capital Partners II Dutch Investors, L.P. F3, F4, F5, F8

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 Purchase $15.7K +600 +0.04% $26.10 1.7M Feb 14, 2023 Class A Common Stock 600 By Malachi Holdings Limited Partnership F9, F10
holding ROAD Class B Common Stock 2.7K Feb 14, 2023 Class A Common Stock 2.7K Direct F2, F9
holding ROAD Class B Common Stock 310K Feb 14, 2023 Class A Common Stock 310K By SunTx Capital Partners, L.P. F3, F4, F5, F9, F11
holding ROAD Class B Common Stock 2.45M Feb 14, 2023 Class A Common Stock 2.45M By SunTx Capital Partners II, L.P. F3, F4, F5, F7, F9
holding ROAD Class B Common Stock 1.23M Feb 14, 2023 Class A Common Stock 1.23M By SunTx Capital Partners II Dutch Investors, L.P. F3, F4, F5, F8, F9
holding ROAD Class B Common Stock 8.43K Feb 14, 2023 Class A Common Stock 8.43K By SunTx Capital Savings Plan, FBO Ned N. Fleming, III F9, F12
holding ROAD Class B Common Stock 1.61M Feb 14, 2023 Class A Common Stock 1.61M By SunTx Fulcrum Fund Prime, L.P. F3, F4, F5, F6, F9
holding ROAD Class B Common Stock 553K Feb 14, 2023 Class A Common Stock 553K By SunTx Fulcrum Dutch Investors Prime, L.P. F3, F4, F5, F9, F13
holding ROAD Class B Common Stock 272 Feb 14, 2023 Class A Common Stock 272 By Boyle Fleming & Co. Inc. F9, F14
holding ROAD Class B Common Stock 674 Feb 14, 2023 Class A Common Stock 674 By SunTx Capital II Management Corp. F3, F4, F5, F9, F15
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 42,500 restricted shares of 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 of which 28,333 shares will vest on January 1, 2024, and 14,167 shares will vest on January 1, 2025.
F2 Securities held directly by Ned N. Fleming, III.
F3 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 # SunTx Capital Partners II, L.P. ("SunTx Partners II") and SunTx Capital Partners II Dutch Investors, L.P. ("SunTx Partners Dutch LP") 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. ("SunTx Capital II Management," and together with SunTx Partners GP, SunTx Capital Management, and SunTx Partners II GP, the "SunTx Group").
F4 (Continued from Footnote 3) 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. Fleming may be deemed to beneficially own securities of the Issuer held by certain entities in the SunTx Group.
F5 (Continued from Footnote 4) 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
F6 These securities of the Issuer are directly held by SunTx Fulcrum Fund.
F7 These securities of the Issuer are directly held by SunTx Partners II.
F8 These securities of the Issuer are directly held by SunTx Partners Dutch LP.
F9 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.
F10 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.
F11 These securities of the Issuer are directly held by SunTx Partners GP.
F12 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.
F13 These securities of the Issuer are directly held by SunTx Fulcrum Dutch Fund.
F14 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.
F15 These securities of the Issuer are directly held by SunTx Capital II Management.