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