0000899243-22-017678.txt : 20220511
0000899243-22-017678.hdr.sgml : 20220511
20220511183929
ACCESSION NUMBER: 0000899243-22-017678
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220509
FILED AS OF DATE: 20220511
DATE AS OF CHANGE: 20220511
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SUNTX CAPITAL PARTNERS L P
CENTRAL INDEX KEY: 0001208091
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 22915142
BUSINESS ADDRESS:
STREET 1: 14001N DALLAS PARKWAY SUITE 111
CITY: DALLAS
STATE: TX
ZIP: 75240
BUSINESS PHONE: 972-663-8900
MAIL ADDRESS:
STREET 1: 1400 N DALLAS PARKWAY
CITY: DALLAS
STATE: TX
ZIP: 75240
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SUNTX CAPITAL PARTNERS II DUTCH INVESTORS LP
CENTRAL INDEX KEY: 0001437404
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 22915147
BUSINESS ADDRESS:
STREET 1: TWO LINCOLN CENTRE
STREET 2: 5420 LBJ FREEWAY, SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75240
BUSINESS PHONE: 972-663-8921
MAIL ADDRESS:
STREET 1: TWO LINCOLN CENTRE
STREET 2: 5420 LBJ FREEWAY, SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75240
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SUNTX CAPITAL PARTNERS II LP
CENTRAL INDEX KEY: 0001437408
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 22915140
BUSINESS ADDRESS:
STREET 1: TWO LINCOLN CENTRE
STREET 2: 5420 LBJ FREEWAY, SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75240
BUSINESS PHONE: 972-663-8921
MAIL ADDRESS:
STREET 1: TWO LINCOLN CENTRE
STREET 2: 5420 LBJ FREEWAY, SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75240
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SunTx Fulcrum Fund Prime, L.P.
CENTRAL INDEX KEY: 0001702326
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 22915143
BUSINESS ADDRESS:
STREET 1: 5420 LBJ FREEWAY
STREET 2: SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75240
BUSINESS PHONE: 972.663.8900
MAIL ADDRESS:
STREET 1: 5420 LBJ FREEWAY
STREET 2: SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75240
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fleming Ned N III
CENTRAL INDEX KEY: 0001707712
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 22915146
MAIL ADDRESS:
STREET 1: 8214 WESTCHESTER DRIVE
STREET 2: SUITE 400
CITY: DALLAS
STATE: TX
ZIP: 75225
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SunTx Capital II Management Corp.
CENTRAL INDEX KEY: 0001833038
STATE OF INCORPORATION: TX
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 22915139
BUSINESS ADDRESS:
STREET 1: 5420 LBJ FREEWAY
STREET 2: SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75240
BUSINESS PHONE: (972) 773-8900
MAIL ADDRESS:
STREET 1: 5420 LBJ FREEWAY
STREET 2: SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75240
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SunTx Fulcrum Dutch Investors Prime, L.P.
CENTRAL INDEX KEY: 0001711005
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 22915141
BUSINESS ADDRESS:
STREET 1: 5420 LBJ FREEWAY
STREET 2: SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75240
BUSINESS PHONE: (972)663-8900
MAIL ADDRESS:
STREET 1: 5420 LBJ FREEWAY
STREET 2: SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75240
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Matteson Mark R
CENTRAL INDEX KEY: 0001739134
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 22915144
MAIL ADDRESS:
STREET 1: 290 HEALTHWEST DRIVE, SUITE 2
CITY: DOTHAN
STATE: AL
ZIP: 36303
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Jennings Craig
CENTRAL INDEX KEY: 0001739383
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 22915145
MAIL ADDRESS:
STREET 1: 5204 LAKECREET CT.
CITY: PLANO
STATE: TX
ZIP: 75093
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SunTx Capital Management Corp.
CENTRAL INDEX KEY: 0001739424
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 22915148
BUSINESS ADDRESS:
STREET 1: 5420 LBJ FREEWAY, SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75240
BUSINESS PHONE: 972-663-8900
MAIL ADDRESS:
STREET 1: 5420 LBJ FREEWAY, SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75240
FORMER NAME:
FORMER CONFORMED NAME: SunTX Capital Management Corp.
DATE OF NAME CHANGE: 20180509
FORMER NAME:
FORMER CONFORMED NAME: SunTX CPI Capital Management Corp.
DATE OF NAME CHANGE: 20180502
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Construction Partners, Inc.
CENTRAL INDEX KEY: 0001718227
STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600]
IRS NUMBER: 260758017
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 290 HEALTHWEST DR.
STREET 2: SUITE 2
CITY: DOTHAN
STATE: AL
ZIP: 36303
BUSINESS PHONE: 334.673.9763
MAIL ADDRESS:
STREET 1: 290 HEALTHWEST DR.
STREET 2: SUITE 2
CITY: DOTHAN
STATE: AL
ZIP: 36303
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-05-09
0
0001718227
Construction Partners, Inc.
ROAD
0001739424
SunTx Capital Management Corp.
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
1
0
1
0
0001437404
SUNTX CAPITAL PARTNERS II DUTCH INVESTORS LP
5420 LBJ FREEWAY, SUITE 1000
DALLAS
75240
1
0
1
0
0001707712
Fleming Ned N III
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
1
0
1
0
0001739383
Jennings Craig
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
1
0
1
0
0001739134
Matteson Mark R
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
1
0
1
0
0001702326
SunTx Fulcrum Fund Prime, L.P.
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
1
0
1
0
0001208091
SUNTX CAPITAL PARTNERS L P
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
1
0
1
0
0001711005
SunTx Fulcrum Dutch Investors Prime, L.P.
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
1
0
1
0
0001437408
SUNTX CAPITAL PARTNERS II LP
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
1
0
1
0
0001833038
SunTx Capital II Management Corp.
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
1
0
1
0
Class A Common Stock
157075
D
Class A Common Stock
4000
I
By spouse of Ned N. Fleming, III
Class A Common Stock
55192
D
Class A Common Stock
56192
D
Class A Common Stock
37248
I
By SunTx Fulcrum Fund Prime, L.P.
Class A Common Stock
428817
I
By SunTx Capital Partners II, L.P.
Class A Common Stock
234247
I
By SunTx Capital Partners II Dutch Investors, L.P.
Class B Common Stock
2022-05-09
4
J
0
2284919
0.00
D
Class A Common Stock
2284919
115080
I
By SunTx Capital Partners, L.P.
Class B Common Stock
2022-05-09
4
J
0
175459
0.00
D
Class A Common Stock
175459
1613061
I
By SunTx Fulcrum Fund Prime, L.P.
Class B Common Stock
2022-05-09
4
J
0
124541
0.00
D
Class A Common Stock
124541
553088
I
By SunTx Fulcrum Dutch Investors Prime, L.P.
Class B Common Stock
2022-05-09
4
J
0
2695
0.00
D
Class A Common Stock
2695
0
I
By SunTx Capital Management Corp.
Class B Common Stock
2022-05-09
4
J
0
300000
0.00
A
Class A Common Stock
300000
415080
I
By SunTx Capital Partners, L.P.
Class B Common Stock
2022-05-09
4
J
0
1225559
0.00
A
Class A Common Stock
1225559
1663906
I
By Malachi Holdings Limited Partnership
Class B Common Stock
2022-05-09
4
J
0
349680
0.00
A
Class A Common Stock
349680
441779
I
By CJCT Associates Limited Partnership
Class B Common Stock
2022-05-09
4
J
0
469680
0.00
A
Class A Common Stock
469680
615472
I
By AMDG Associates Limited Partnership
Class B Common Stock
2022-05-09
4
J
0
2695
0.00
A
Class A Common Stock
2695
2695
D
Class B Common Stock
Class A Common Stock
272
272
I
By Boyle Fleming & Co. Inc.
Class B Common Stock
Class A Common Stock
674
674
I
By SunTx Capital II Management Corp.
Class B Common Stock
Class A Common Stock
2496267
2496267
I
By SunTx Capital Partners II, L.P.
Class B Common Stock
Class A Common Stock
1228463
1228463
I
By SunTx Capital Partners II Dutch Investors, L.P.
This Form 4 is filed jointly by Ned N. Fleming, III, Craig Jennings, Mark R. Matteson, SunTx Fulcrum Fund Prime, L.P., SunTx Capital Partners, L.P., SunTx Fulcrum Dutch Investors Prime, L.P., SunTx Capital Management Corp., SunTx Capital Partners II, L.P., SunTx Capital Partners II Dutch Investors, L.P., and SunTx Capital II Management Corp. (collectively, the "Reporting Persons").
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.
Securities held directly by Ned N. Fleming, III.
Includes 17,000 restricted shares of Class A Common Stock of the Issuer 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.
Securities held directly by Craig Jennings.
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.
Securities held directly by Mark R. Matteson.
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 of SunTx Capital Partners II, L.P. ("SunTx Partners II") and SunTx Capital Partners II Dutch Investors, L.P. ("SunTx Partners Dutch LP" and together with SunTx Fulcrum Fund, SunTx Fulcrum Dutch Fund, and SunTx Partners II, 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 Corp.
(Continued from Footnote 8) ("SunTx Capital II Management," and together with SunTx Partners GP, SunTx Capital Management, and SunTx Partners II GP, the "SunTx Group"). 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.
(Continued from Footnote 9) 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.
These securities of the Issuer are directly held by SunTx Fulcrum Fund.
These securities of the Issuer are directly held by SunTx Partners II.
These securities of the Issuer are directly held by SunTx Partners Dutch LP.
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, par value $0.001 per share ("Class A common stock") of the Issuer (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.
SunTx Partners GP distributed these shares for no consideration.
These securities of the Issuer are directly held by SunTx Partners GP.
SunTx Fulcrum Fund distributed these shares for no consideration.
SunTx Fulcrum Dutch Fund distributed these shares for no consideration.
These securities of the Issuer are directly held by SunTx Fulcrum Dutch Fund.
SunTx Capital Management distributed these shares for no consideration.
These securities of the Issuer are directly held by SunTx Capital Management.
SunTx Fulcrum Fund distributed 175,459 of these shares, and SunTx Fulcrum Dutch Fund distributed 124,541 of these shares, and in each case for no consideration.
This amount represents the total shares held by SunTx Partners GP following the distributions reported in this Form 4.
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.
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 of 1934, as amended, or for any other purpose.
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 of 1934, as amended, or for any other purpose.
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.
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.
NED N. FLEMING, III, /s/ Ned N. Fleming, III
2022-05-11
CRAIG JENNINGS, /s/ Craig Jennings
2022-05-11
MARK R. MATTESON, /s/ Mark R. Matteson
2022-05-11
SUNTX FULCRUM FUND PRIME, L.P., By: SunTx Capital Partners L.P., its general partner, By: SunTx Capital Management Corp., its general partner, By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director
2022-05-11
SUNTX CAPITAL PARTNERS, L.P., By: SunTx Capital Management Corp., its general partner, By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director
2022-05-11
SUNTX FULCRUM DUTCH INVESTORS PRIME, L.P., By: SunTx Capital Partners L.P., its general partner, By: SunTx Capital Management Corp., its general partner, By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director
2022-05-11
SUNTX CAPITAL MANAGEMENT CORP., By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director
2022-05-11
SUNTX CAPITAL PARTNERS II, L.P., By: SunTx Capital Partners II GP, L.P., its general partner, By: SunTx Capital II Management Corp., its general partner, By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director
2022-05-11
SUNTX CAPITAL PARTNERS II DUTCH INVESTORS, L.P., By: SunTx Capital Partners II GP, L.P., its general partner, By: SunTx Capital II Management Corp., its general partner, By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director
2022-05-11
SUNTX CAPITAL II MANAGEMENT CORP., By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director
2022-05-11