0000899243-23-005256.txt : 20230216
0000899243-23-005256.hdr.sgml : 20230216
20230216172509
ACCESSION NUMBER: 0000899243-23-005256
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230214
FILED AS OF DATE: 20230216
DATE AS OF CHANGE: 20230216
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: 23639468
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
2023-02-14
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
157075
D
Class A Common Stock
4000
I
By spouse of Ned N. Fleming, III
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
2023-02-14
4
P
0
600
26.10
A
Class A Common Stock
600
1700799
I
By Malachi Holdings Limited Partnership
Class B Common Stock
Class A Common Stock
2695
2695
D
Class B Common Stock
Class A Common Stock
310320
310320
I
By SunTx Capital Partners, L.P.
Class B Common Stock
Class A Common Stock
2452414
2452414
I
By SunTx Capital Partners II, L.P.
Class B Common Stock
Class A Common Stock
1227590
1227590
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
1613061
1613061
I
By SunTx Fulcrum Fund Prime, L.P.
Class B Common Stock
Class A Common Stock
553088
553088
I
By SunTx Fulcrum Dutch Investors Prime, L.P.
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.
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.
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 # SunTx Capital Partners II, L.P. ("SunTx Partners II") and SunTx Capital Partners II Dutch Investors, L.P. ("SunTx Partners Dutch LP") 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. ("SunTx Capital II Management," and together with SunTx Partners GP, SunTx Capital Management, and SunTx Partners II GP, the "SunTx Group").
(Continued from Footnote 3) 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. Fleming may be deemed to beneficially own securities of the Issuer held by certain entities in the SunTx Group.
(Continued from Footnote 4) 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 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 (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 SunTx Partners GP.
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 SunTx Fulcrum Dutch Fund.
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.
/s/ Ned N. Fleming, III
2023-02-16