Mark R. Matteson - Dec 13, 2023 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Signature
/s/ Mark R. Matteson
Stock symbol
ROAD
Transactions as of
Dec 13, 2023
Transactions value $
-$3,914,438
Form type
4
Date filed
12/15/2023, 04:15 PM
Next filing
Aug 16, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROAD Class A Common Stock Sale -$3.83M -88K -88% $43.48 12K Dec 13, 2023 By AMDG Associates Limited Partnership F1, F2
transaction ROAD Class A Common Stock Sale -$88K -2K -16.64% $44.10 10K Dec 13, 2023 By AMDG Associates Limited Partnership F2, F3
transaction ROAD Class A Common Stock Gift $0 -10K -100% $0.00* 0 Dec 14, 2023 By AMDG Associates Limited Partnership F2, F4
holding ROAD Class A Common Stock 263K Dec 13, 2023 By SunTx Capital Partners II, L.P. F5, F6
holding ROAD Class A Common Stock 150K Dec 13, 2023 By SunTx Capital Partners II Dutch Investors, L.P. F5, F7
holding ROAD Class A Common Stock 30.7K Dec 13, 2023 Direct F8, F9

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 2.59M Dec 13, 2023 Class A Common Stock 2.59M By SunTx Capital Partners II, L.P. F5, F6, F10
holding ROAD Class B Common Stock 1.29M Dec 13, 2023 Class A Common Stock 1.29M By SunTx Capital Partners II Dutch Investors, L.P. F5, F7, F10
holding ROAD Class B Common Stock 529K Dec 13, 2023 Class A Common Stock 529K By AMDG Associates Limited Partnership F2, F10
holding ROAD Class B Common Stock 674 Dec 13, 2023 Class A Common Stock 674 By SunTx Capital II Management Corp. F5, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00 to $43.99, inclusive. The reporting person undertakes 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 range set forth in this footnote to this Form 4.
F2 These securities of the Issuer are directly held by AMDG Associates Limited Partnership, a limited partnership controlled by the reporting person. The reporting person may be deemed to beneficially own securities of the Issuer held by such limited partnership. The reporting person 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 the reporting 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.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.01 to $44.25, inclusive. The reporting person undertakes 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 to this Form 4.
F4 Represents a charitable contribution of shares of Class A common stock, par value $0.001 per share ("Class A common stock"), of the Issuer.
F5 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") 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"). The reporting person, a director of the Issuer, is a shareholder of SunTx Capital II Management. The reporting person may be deemed to beneficially own securities of the Issuer held by SunTx Partners II, SunTx Partners Dutch LP and SunTx Capital II Management. The reporting person 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 the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
F6 These securities of the Issuer are directly held by SunTx Partners II.
F7 These securities of the Issuer are directly held by SunTx Partners Dutch LP.
F8 Includes 17,000 restricted shares of Class A common stock of the Issuer granted to the reporting person 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.
F9 Securities held directly by the reporting person.
F10 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.
F11 These securities of the Issuer are directly held by SunTx Capital II Management.