SunTx Capital II Management Corp. - 06 Dec 2024 Form 4 Insider Report for Construction Partners, Inc. (ROAD)

Footnote 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").

Footnote F2

Pursuant to the Amended and Restated Certificate of Incorporation of Construction Partners, Inc. (the "Issuer"), shares of the Issuer's Class B common stock, par value $0.001 per share ("Class B common stock"), automatically converted on a one-for-one basis into shares of the Issuer's Class A common stock, par value $0.001 per share ("Class A common stock"), upon the distributions described in this Form 4.

Footnote 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.

Footnote F4

(Continued from Footnote 3) Mr. Fleming, Mr. Jennings, and Mr. Matteson each may 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 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.

Footnote F5

These securities of the Issuer are directly held by SunTx Partners II.

Footnote F6

SunTx Partners II distributed these shares to its limited partners for no consideration.

Footnote F7

These securities of the Issuer are directly held by SunTx Partners Dutch LP.

Footnote F8

SunTx Partners Dutch LP distributed these shares to its limited partners for no consideration.

Footnote F9

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.47 to $100.42, inclusive. Mr. Jennings undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, 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.

Footnote F10

Includes 5,667 restricted shares of Class A common stock granted to Mr. Jennings under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Incentive Plan"), which will vest on January 1, 2025.

Footnote F11

Securities held directly by Mr. Jennings.

Footnote F12

Includes 14,168 of restricted shares of Class A common stock granted to Mr. Fleming under the Incentive Plan, which will vest on January 1, 2025.

Footnote F13

Securities held directly by Mr. Fleming.

Footnote F14

Includes 5,667 restricted shares of Class A common stock of the Issuer granted to Mr. Matteson under the Incentive Plan, which will vest on January 1, 2025.

Footnote F15

Securities held directly by Mr. Matteson.

Footnote F16

Each share of 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.

Footnote F17

These securities of the Issuer are directly held by The Fleming Family Management Trust, a trust of which Mr. Fleming's spouse is the sole trustee and sole beneficiary. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such trust. 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 the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

Footnote F18

Includes (i) 10,097 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 201 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.

Footnote F19

These securities of the Issuer are directly held by Malachi Holdings Limited Partnership, a limited partnership controlled by Mr. Fleming. 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.

Footnote F20

Includes (i) 3,924 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 77 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.

Footnote F21

These securities of the Issuer are directly held by CJCT Associates Limited Partnership, a limited partnership controlled by Mr. 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.

Footnote F22

Includes (i) 4,846 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 96 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.

Footnote F23

These securities of the Issuer are directly held by AMDG Associates II, L.P., a limited partnership controlled by Mr. 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.

Footnote F24

Includes (i) 2,146 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 42 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.

Footnote F25

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 Mr. Fleming.

Footnote F26

These securities of the Issuer are directly held by Boyle Fleming & Co. Inc., a corporation controlled by Mr. Fleming. 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.

Footnote F27

These securities of the Issuer are directly held by SunTx Capital II Management.

Footnote F28

These securities of the Issuer are directly held by NNFIII ROAD, LLC, a limited liability company controlled by Mr. Fleming.

Footnote F29

Represents shares of Class B common stock received in a distribution from SunTx Partners II. The acquisition of such shares was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.

Footnote F30

These securities of the Issuer are directly held by SunTx Partners II GP.

Footnote F31

Includes (i) 123 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 2 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.

Footnote F32

These securities of the Issuer are directly held by SunTx Capital Savings Plan, FBO Mark Matteson, a 401(k) account for the benefit of Mr. Matteson.

Footnote F33

Includes (i) 100 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 2 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 pursuant to Rule 16a-13 promulgated thereunder.

Footnote F34

These securities of the Issuer are directly held by SunTx Capital Savings Plan, FBO Craig Jennings, a 401(k) account for the benefit of Mr. Jennings.

Footnote F35

These securities of the Issuer are directly held by AMDG Associates Limited Partnership, a limited partnership controlled by Mr. 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.