| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ROAD | Class A Common Stock | Sale | -$732K | -16.7K | -6.35% | $43.84 | 246K | Dec 20, 2023 | By SunTx Capital Partners II, L.P. | F1, F2, F3, F4, F5 |
| transaction | ROAD | Class A Common Stock | Sale | -$508K | -11.3K | -4.61% | $44.75 | 235K | Dec 20, 2023 | By SunTx Capital Partners II, L.P. | F3, F4, F5, F6 |
| transaction | ROAD | Class A Common Stock | Sale | -$573K | -13.1K | -8.71% | $43.84 | 137K | Dec 20, 2023 | By SunTx Capital Partners II Dutch Investors, L.P. | F2, F3, F4, F7 |
| transaction | ROAD | Class A Common Stock | Sale | -$398K | -8.89K | -6.49% | $44.75 | 128K | Dec 20, 2023 | By SunTx Capital Partners II Dutch Investors, L.P. | F3, F4, F6, F7 |
| holding | ROAD | Class A Common Stock | 29.7K | Dec 20, 2023 | Direct | F8, F9 | |||||
| holding | ROAD | Class A Common Stock | 30.7K | Dec 20, 2023 | Direct | F10, F11 | |||||
| holding | ROAD | Class A Common Stock | 157K | Dec 20, 2023 | Direct | F12, F13 | |||||
| holding | ROAD | Class A Common Stock | 4K | Dec 20, 2023 | By spouse of Ned N. Fleming, III |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | ROAD | Class B Common Stock | 1.74M | Dec 20, 2023 | Class A Common Stock | 1.74M | By Malachi Holdings Limited Partnership | F14, F15 | ||||||
| holding | ROAD | Class B Common Stock | 351K | Dec 20, 2023 | Class A Common Stock | 351K | By CJCT Associates Limited Partnership | F14, F16 | ||||||
| holding | ROAD | Class B Common Stock | 529K | Dec 20, 2023 | Class A Common Stock | 529K | By AMDG Associates Limited Partnership | F14, F17 | ||||||
| holding | ROAD | Class B Common Stock | 2.59M | Dec 20, 2023 | Class A Common Stock | 2.59M | By SunTx Capital Partners II, L.P. | F3, F4, F5, F14 | ||||||
| holding | ROAD | Class B Common Stock | 1.29M | Dec 20, 2023 | Class A Common Stock | 1.29M | By SunTx Capital Partners II Dutch Investors, L.P. | F3, F4, F7, F14 | ||||||
| holding | ROAD | Class B Common Stock | 8.43K | Dec 20, 2023 | Class A Common Stock | 8.43K | By SunTx Capital Savings Plan, FBO Ned N. Fleming, III | F14, F18 | ||||||
| holding | ROAD | Class B Common Stock | 2.7K | Dec 20, 2023 | Class A Common Stock | 2.7K | Direct | F13, F14 | ||||||
| holding | ROAD | Class B Common Stock | 272 | Dec 20, 2023 | Class A Common Stock | 272 | By Boyle Fleming & Co. Inc. | F14, F19 | ||||||
| holding | ROAD | Class B Common Stock | 674 | Dec 20, 2023 | Class A Common Stock | 674 | By SunTx Capital II Management Corp. | F3, F4, F14, F20 |
| Id | Content |
|---|---|
| F1 | This Form 4 is filed jointly by Ned N. Fleming, III, Craig Jennings, Mark R. Matteson, 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 $43.42 to $44.41, inclusive. 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 each of SunTx Partners II and SunTx Partners Dutch LP (SunTx Partners Dutch LP and SunTx Partners II are together 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 and SunTx Partners II GP are referred to herein as the "SunTx Group"). Mr. Fleming, a director of the Issuer, is the majority shareholder and sole director of SunTx Capital II Management. Mr. Jennings and Mr. Matteson, each a director of the Issuer, are shareholders of SunTx Capital II Management. |
| F4 | (Continued from Footnote 3) 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 the SunTx Group may be deemed to beneficially own securities of the Issuer held by certain entities of the SunTx Funds. 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. |
| F5 | These securities of the Issuer are directly held by SunTx Partners II. |
| F6 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.42 to $45.18, 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 ranges set forth in footnote (6) to this Form 4. |
| 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, 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. |
| F9 | Securities held directly by Craig Jennings. |
| F10 | 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. |
| F11 | Securities held directly by Mark R. Matteson. |
| F12 | 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. |
| F13 | Securities held directly by Ned N. Fleming, III. |
| F14 | Each share of Class B common stock, par value $0.001 per share, of the Issuer ("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. |
| F15 | 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. |
| F16 | 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. |
| F17 | 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. |
| F18 | 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. |
| F19 | 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. |
| F20 | These securities of the Issuer are directly held by SunTx Capital II Management. |
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.