SunTx Capital Management Corp. - Sep 19, 2023 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Signature
/s/ Ned N. Fleming, III
Stock symbol
ROAD
Transactions as of
Sep 19, 2023
Transactions value $
-$1,760,081
Form type
4
Date filed
9/21/2023, 04:18 PM
Previous filing
Jun 26, 2023
Next filing
Oct 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROAD Class A Common Stock Sale -$1.04M -29.5K -6.87% $35.14 399K Sep 19, 2023 By SunTx Capital Partners II, L.P. F1, F2, F3, F4, F5, F6
transaction ROAD Class A Common Stock Sale -$133K -3.72K -0.93% $35.69 396K Sep 19, 2023 By SunTx Capital Partners II, L.P. F3, F4, F5, F6, F7
transaction ROAD Class A Common Stock Sale -$525K -14.9K -6.38% $35.14 219K Sep 19, 2023 By SunTx Capital Partners II Dutch Investors, L.P. F2, F3, F4, F5, F8
transaction ROAD Class A Common Stock Sale -$67.3K -1.89K -0.86% $35.69 217K Sep 19, 2023 By SunTx Capital Partners II Dutch Investors, L.P. F3, F4, F5, F7, F8
holding ROAD Class A Common Stock 29.7K Sep 19, 2023 Direct F9, F10
holding ROAD Class A Common Stock 30.7K Sep 19, 2023 Direct F11, F12
holding ROAD Class A Common Stock 157K Sep 19, 2023 Direct F13, F14
holding ROAD Class A Common Stock 4K Sep 19, 2023 By spouse of Ned N. Fleming, III

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 9.32K Sep 19, 2023 Class A Common Stock 9.32K By SunTx Fulcrum Fund Prime, L.P. F3, F4, F5, F15, F16
holding ROAD Class B Common Stock 10.5K Sep 19, 2023 Class A Common Stock 10.5K By SunTx Capital Partners, L.P. F3, F4, F5, F15, F17
holding ROAD Class B Common Stock 1.77M Sep 19, 2023 Class A Common Stock 1.77M By Malachi Holdings Limited Partnership F15, F18
holding ROAD Class B Common Stock 451K Sep 19, 2023 Class A Common Stock 451K By CJCT Associates Limited Partnership F15, F19
holding ROAD Class B Common Stock 629K Sep 19, 2023 Class A Common Stock 629K By AMDG Associates Limited Partnership F15, F20
holding ROAD Class B Common Stock 2.45M Sep 19, 2023 Class A Common Stock 2.45M By SunTx Capital Partners II, L.P. F3, F4, F5, F6, F15
holding ROAD Class B Common Stock 1.23M Sep 19, 2023 Class A Common Stock 1.23M By SunTx Capital Partners II Dutch Investors, L.P. F3, F4, F5, F8, F15
holding ROAD Class B Common Stock 8.43K Sep 19, 2023 Class A Common Stock 8.43K By SunTx Capital Savings Plan, FBO Ned N. Fleming, III F15, F21
holding ROAD Class B Common Stock 2.7K Sep 19, 2023 Class A Common Stock 2.7K Direct F14, F15
holding ROAD Class B Common Stock 272 Sep 19, 2023 Class A Common Stock 272 By Boyle Fleming & Co. Inc. F15, F22
holding ROAD Class B Common Stock 674 Sep 19, 2023 Class A Common Stock 674 By SunTx Capital II Management Corp. F3, F4, F5, F6, F15, F23
* 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 Fulcrum Fund"), SunTx Capital Partners, L.P. ("SunTx Partners GP"), SunTx Capital Management Corp. ("SunTx Capital Management"), SunTx Capital Partners II, L.P. ("SunTx Partners II"), SunTx Capital Partners II Dutch Investors, L.P. ("SunTx Partners Dutch LP"), and SunTx Capital II Management Corp. ("SunTx Capital II Management," and collectively, the "Reporting Persons").
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.91 to $35.51. The reporting persons undertake to provide to Construction Partners, Inc. (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 ranges set forth in footnote (2) to this Form 4.
F3 The general partner of SunTx Fulcrum Fund is SunTx Partners GP. The general partner of SunTx Partners GP is SunTx Capital Management. The general partner of each of SunTx Partners II and SunTx Partners Dutch LP (SunTx Partners Dutch LP, SunTx Fulcrum Fund, and SunTx Partners II are collectively referred to herein as 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 (SunTx Capital II Management, SunTx Partners GP, SunTx Capital Management, and SunTx Partners II GP, are referred to herein as 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. 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.
F5 (Continued from Footnote 4) 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.
F6 These securities of the Issuer are directly held by SunTx Partners II.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.52 to $36.15. 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 ranges set forth in footnote (7) to this Form 4.
F8 These securities of the Issuer are directly held by SunTx Partners Dutch LP.
F9 Includes 17,000 restricted shares of Class A common stock, par value $0.001 per share, of the Issuer ("Class A common stock") 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.
F10 Securities held directly by Craig Jennings.
F11 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.
F12 Securities held directly by Mark R. Matteson.
F13 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.
F14 Securities held directly by Ned N. Fleming, III.
F15 Each share of Class B common stock, par value $0.001 per share ("Class B common stock"), 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.
F16 These securities of the Issuer are directly held by SunTx Fulcrum Fund.
F17 These securities of the Issuer are directly held by SunTx Partners GP.
F18 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.
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 Capital Savings Plan, FBO Ned N. Fleming, III, a 401(k) account for the benefit of Ned N. Fleming, III.
F22 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.
F23 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.