0000899243-22-000129.txt : 20220103 0000899243-22-000129.hdr.sgml : 20220103 20220103161542 ACCESSION NUMBER: 0000899243-22-000129 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211229 FILED AS OF DATE: 20220103 DATE AS OF CHANGE: 20220103 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: 22502274 MAIL ADDRESS: STREET 1: 8214 WESTCHESTER DRIVE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75225 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 2021-12-29 0 0001718227 Construction Partners, Inc. ROAD 0001707712 Fleming Ned N III 5420 LBJ FREEWAY, SUITE 1000 DALLAS TX 75240 1 0 1 0 Class A Common Stock 2021-12-29 4 A 0 21250 0.00 A 135825 D Class A Common Stock 4000 I By spouse of Ned N. Fleming, III Class A Common Stock 38192 D Class A Common Stock 39192 D Class A Common Stock 37278 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 Class A Common Stock 2399999 2399999 I By SunTx Capital Partners, L.P. Class B Common Stock Class A Common Stock 438347 438347 I By Malachi Holdings Limited Partnership Class B Common Stock Class A Common Stock 272 272 I By Boyle Fleming & Co. Inc. Class B Common Stock Class A Common Stock 92099 92099 I By CJCT Associates Limited Partnership Class B Common Stock Class A Common Stock 145792 145792 I By AMDG Associates Limited Partnership Class B Common Stock Class A Common Stock 1788520 1788520 I By SunTx Fulcrum Fund Prime, L.P. Class B Common Stock Class A Common Stock 677629 677629 I By SunTx Fulcrum Dutch Investors Prime, L.P. 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 2695 2695 I By SunTx Capital 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. Represents restricted shares of Class A common stock, par value $0.001 per share ("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 (the "Incentive Plan"), of which 14,167 shares will vest on January 1, 2024 and 7,083 shares will vest on January 1, 2025. Includes 59,442 restricted shares of Class A common stock granted to Ned N. Fleming, III under the Incentive Plan, of which 38,192 shares will vest on January 1, 2022, 14,167 shares will vest on January 1, 2024, and 7,083 shares will vest on January 1, 2025. Securities held directly by Ned N. Fleming, III. Includes 12,731 restricted shares of Class A common stock granted to Craig Jennings under the Equity Incentive Plan, all of which will vest on January 1, 2022. Securities held directly by Craig Jennings. Includes 12,731 restricted shares of Class A common stock granted to Mark R. Matteson under the Equity Incentive Plan, all of which will vest on January 1, 2022. 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 CPI Expansion Fund, L.P. ("SunTx Expansion Fund") is SunTx CPI Expansion Fund GP, L.P. ("SunTx Expansion GP"). The general partner of each of SunTx Expansion GP and 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, SunTx Expansion 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 Expansion GP, SunTx Partners GP, SunTx Capital Management, and SunTx Partners II GP, the "SunTx Group"). Ned N. Fleming, III, a director of the Issuer, is the sole shareholder and director of SunTx Capital Management. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by certain entities in the SunTx Group, and each of SunTx Expansion GP, 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 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 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. These securities of the Issuer are directly held by SunTx Partners GP. 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 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 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 Fulcrum Dutch Fund. These securities of the Issuer are directly held by SunTx Capital II Management. These securities of the Issuer are directly held by SunTx Capital Management. Each of Ned N. Fleming, III, Craig Jennings and Mark R. Matteson serves on the Board of Directors of the Issuer. NED N. FLEMING, III, /s/ Ned N. Fleming, III 2022-01-03