0000950170-23-072643.txt : 20231222
0000950170-23-072643.hdr.sgml : 20231222
20231222161513
ACCESSION NUMBER: 0000950170-23-072643
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231220
FILED AS OF DATE: 20231222
DATE AS OF CHANGE: 20231222
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SUNTX CAPITAL PARTNERS II DUTCH INVESTORS LP
CENTRAL INDEX KEY: 0001437404
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 231509948
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 231509949
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: Fleming Ned N III
CENTRAL INDEX KEY: 0001707712
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 231509952
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
ORGANIZATION NAME:
STATE OF INCORPORATION: TX
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 231509953
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: Matteson Mark R
CENTRAL INDEX KEY: 0001739134
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 231509950
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
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38479
FILM NUMBER: 231509951
MAIL ADDRESS:
STREET 1: 5204 LAKECREET CT.
CITY: PLANO
STATE: TX
ZIP: 75093
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Construction Partners, Inc.
CENTRAL INDEX KEY: 0001718227
STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600]
ORGANIZATION NAME: 05 Real Estate & Construction
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
ownership.xml
4
X0508
4
2023-12-20
0001718227
Construction Partners, Inc.
ROAD
0001833038
SunTx Capital II Management Corp.
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
true
false
true
false
0001707712
Fleming Ned N III
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
true
false
true
false
0001739383
Jennings Craig
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
true
false
true
false
0001739134
Matteson Mark R
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
true
false
true
false
0001437408
SUNTX CAPITAL PARTNERS II LP
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
true
false
true
false
0001437404
SUNTX CAPITAL PARTNERS II DUTCH INVESTORS LP
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
true
false
true
false
false
Class A Common Stock
2023-12-20
4
S
false
16687
43.84
D
246278
I
By SunTx Capital Partners II, L.P.
Class A Common Stock
2023-12-20
4
S
false
11348
44.75
D
234930
I
By SunTx Capital Partners II, L.P.
Class A Common Stock
2023-12-20
4
S
false
13074
43.84
D
137025
I
By SunTx Capital Partners II Dutch Investors, L.P.
Class A Common Stock
2023-12-20
4
S
false
8891
44.75
D
128134
I
By SunTx Capital Partners II Dutch Investors, L.P.
Class A Common Stock
29731
D
Class A Common Stock
30731
D
Class A Common Stock
157075
D
Class A Common Stock
4000
I
By spouse of Ned N. Fleming, III
Class B Common Stock
Class A Common Stock
1740472
1740472
I
By Malachi Holdings Limited Partnership
Class B Common Stock
Class A Common Stock
351178
351178
I
By CJCT Associates Limited Partnership
Class B Common Stock
Class A Common Stock
528715
528715
I
By AMDG Associates Limited Partnership
Class B Common Stock
Class A Common Stock
2585096
2585096
I
By SunTx Capital Partners II, L.P.
Class B Common Stock
Class A Common Stock
1294908
1294908
I
By SunTx Capital Partners II Dutch Investors, L.P.
Class B Common Stock
Class A Common Stock
8433
8433
I
By SunTx Capital Savings Plan, FBO Ned N. Fleming, III
Class B Common Stock
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.
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").
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.
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.
(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.
These securities of the Issuer are directly held by SunTx Partners II.
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.
These securities of the Issuer are directly held by SunTx Partners Dutch LP.
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.
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.
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.
Securities held directly by Ned N. Fleming, III.
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.
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 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 or for any other purpose.
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.
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
2023-12-22
CRAIG JENNINGS, /s/ Craig Jennings
2023-12-22
MARK R. MATTESON, /s/ Mark R. Matteson
2023-12-22
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
2023-12-22
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
2023-12-22
SUNTX CAPITAL II MANAGEMENT CORP., By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director
2023-12-22