0000899243-18-012349.txt : 20180510 0000899243-18-012349.hdr.sgml : 20180510 20180510164222 ACCESSION NUMBER: 0000899243-18-012349 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180423 FILED AS OF DATE: 20180510 DATE AS OF CHANGE: 20180510 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: 18823234 MAIL ADDRESS: STREET 1: 290 HEALTHWEST DRIVE, SUITE 2 CITY: DOTHAN STATE: AL ZIP: 36303 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: 18823236 MAIL ADDRESS: STREET 1: 8214 WESTCHESTER DRIVE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75225 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: 18823235 MAIL ADDRESS: STREET 1: 5204 LAKECREET CT. CITY: PLANO STATE: TX ZIP: 75093 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: 18823240 BUSINESS ADDRESS: STREET 1: 14001N DALLAS PARKWAY SUITE 111 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-663-8900 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SunTx CPI Expansion Fund LP CENTRAL INDEX KEY: 0001410954 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38479 FILM NUMBER: 18823239 BUSINESS ADDRESS: STREET 1: 1400 N Dallas Parkway 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 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: 18823237 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: 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: 18823238 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: SunTX CPI Expansion Fund GP, L.P. CENTRAL INDEX KEY: 0001739437 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38479 FILM NUMBER: 18823241 BUSINESS ADDRESS: STREET 1: 5420 LBJ FREEWAY, SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75214 BUSINESS PHONE: 2149694281 MAIL ADDRESS: STREET 1: 5420 LBJ FREEWAY, SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75214 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: 18823242 BUSINESS ADDRESS: STREET 1: 5420 LBJ FREEWAY, SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75214 BUSINESS PHONE: 9726638900 MAIL ADDRESS: STREET 1: 5420 LBJ FREEWAY, SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75214 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 2018-04-23 0 0001718227 Construction Partners, Inc. ROAD 0001739424 SunTx Capital Management Corp. 5420 LBJ FREEWAY, SUITE 1000 DALLAS TX 75240 1 0 1 0 0001739437 SunTX CPI Expansion Fund GP, 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 0001410954 SunTx CPI Expansion Fund LP 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 0001711005 SunTx Fulcrum Dutch Investors Prime, L.P. 5420 LBJ FREEWAY, SUITE 1000 DALLAS TX 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 Common Stock 2018-04-23 4 D 0 779648 D 0 I By SunTx CPI Expansion Fund, L.P. Common Stock 2018-04-23 4 D 0 461175 D 0 I By SunTx Fulcrum Fund Prime, L.P. Common Stock 2018-04-23 4 D 0 251084 D 0 I By SunTx Fulcrum Dutch Investors Prime, L.P. Class B Common Stock 2018-04-23 4 A 0 19647134 A Class A Common Stock 19647134 19647134 I By SunTx CPI Expansion Fund, L.P. Class B Common Stock 2018-04-23 4 A 0 11621610 A Class A Common Stock 11621610 11621610 I By SunTx Fulcrum Fund Prime, L.P. Class B Common Stock 2018-04-23 4 A 0 6327316 A Class A Common Stock 6327316 6327316 I By SunTx Fulcrum Dutch Investors Prime, L.P. Class B Common Stock 2018-05-08 4 S 0 1155008 11.16 D Class A Common Stock 1155008 18492126 I By SunTx CPI Expansion Fund, L.P. Class B Common Stock 2018-05-08 4 S 0 683206 11.16 D Class A Common Stock 683206 10938404 I By SunTx Fulcrum Fund Prime, L.P. Class B Common Stock 2018-05-08 4 S 0 371968 11.16 D Class A Common Stock 371968 5955348 I By SunTx Fulcrum Dutch Investors Prime, L.P. On April 23, 2018, Construction Partners, Inc. (the "Issuer") amended and restated its certificate of incorporation to effectuate a dual class common stock structure consisting of the Issuer's Class A Common Stock, par value $0.001 per share ("Class A Common Stock") and the Issuer's Class B Common Stock, par value $0.001 per share ("Class B Common Stock"), as a result of which each share of the Issuer's Common Stock, par value $0.001 per share, automatically and without any action on the part of the holders thereof, was reclassified and changed into approximately 25.2 shares of the Issuer's Class B Common Stock so that all of the Issuer's equity holders became the holders of Class B Common Stock (the "Reclassification"). The Reclassification was approved by the Issuer's Board of Directors in advance of the Reclassification. (Continued from Footnote 1) Each share of Class B Common Stock of the Issuer is convertible at any time at the option of the holder thereof into one share of Class A Common Stock of the Issuer. 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. Further, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any transfer, whether or not for value, except upon certain transfers described in the Issuer's amended and restated certificate of incorporation. The shares of Class B Common Stock reported as sold in this Form 4 automatically converted into shares of Class A Common Stock when transferred to the buyer. 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. (Continued from Footnote 2) 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 or were directly held by SunTx CPI Expansion Fund, L.P. ("SunTx Expansion Fund"). The general partner of SunTx Expansion Fund is SunTx CPI Expansion Fund GP, L.P. ("SunTx Expansion GP"). These securities of the Issuer are or were directly held by SunTx Fulcrum Fund Prime, L.P. ("SunTx Fulcrum Fund"). The general partner of SunTx Fulcrum Fund is SunTx Capital Partners L.P. ("SunTx Partners GP"). These securities of the Issuer are or were directly held by SunTx Fulcrum Dutch Investors Prime, L.P. ("SunTx Fulcrum Dutch Fund", and together with SunTx Expansion Fund and SunTx Fulcrum Fund, the "SunTx Funds"). The general partner of SunTx Fulcrum Dutch Fund is SunTx Partners GP. The general partner of each of SunTx Expansion GP and SunTx Partners GP is SunTx Capital Management Corp. ("SunTx Capital Management"). Ned N. Fleming, III, a director of the Issuer, is the sole shareholder and director of SunTx Capital Management. Craig Jennings and Mark R. Matteson, each a director of the Issuer, are each executive officers of SunTx Capital Management. Each of SunTx Expansion GP, SunTx Partners GP, SunTx Capital Management, Mr. Fleming, Mr. Jennings and Mr. Matteson may be deemed to beneficially own securities of the Issuer held by 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, or for any other purpose. This sales price takes into account the $0.84 per share amount of underwriting discounts and commissions for these sales to the underwriters of the Issuer's initial public offering. Each of Ned N. Fleming, III, Craig Jennings and Mark R. Matteson serves on the Board of Directors of Construction Partners, Inc. (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. SUNTX CAPITAL MANAGEMENT CORP., Name: /s/ Ned N. Fleming, III, Title: Director 2018-05-10 SUNTX CPI EXPANSION FUND GP, L.P., By: SunTx Capital Management Corp, its general partner, Name: /s/ Ned N. Fleming, III, Title: Director 2018-05-10 SUNTX CAPITAL PARTNERS L.P., By: SunTx Capital Management Corp., its general partner, Name: /s/ Ned N. Fleming, III, Title: Director 2018-05-10 SUNTX CPI EXPANSION FUND, L.P., By: SunTx CPI Expansion Fund GP, L.P., its general partner, By: SunTx Capital Management Corp., its general partner, Name: /s/ Ned N. Fleming, III, Title: Director 2018-05-10 SUNTX FULCRUM FUND PRIME, L.P., By: SunTx Capital Partners L.P., its general partner, By: SunTx Capital Management Corp., its general partner, Name: /s/ Ned N. Fleming, III, Title: Director 2018-05-10 SUNTX FULCRUM DUTCH INVESTORS PRIME, L.P., By: SunTx Capital Partners L.P., its general partner, By: SunTx Capital Management Corp., its general partner, Name: /s/ Ned N. Fleming, III, Title: Director 2018-05-10 NED N. FLEMING, III, Name: /s/ Ned N. Fleming, III 2018-05-10 CRAIG JENNINGS, Name: /s/ Craig Jennings 2018-05-10 MARK R. MATTESON, Name: /s/ Mark R. Matteson 2018-05-10 EX-99 2 attachment1.htm EX-99 DOCUMENT

                                                                      Exhibit 99

                         Form 4 Joint Filer Information

Name:                                   SunTx CPI Expansion Fund GP, L.P.

Address:                                5420 LBJ Freeway, Suite 1000
                                        Dallas, TX 75240

Date of Event Requiring Statement:      05/08/18


Name:                                   SunTx Capital Partners L.P.

Address:                                5420 LBJ Freeway, Suite 1000
                                        Dallas, TX 75240

Date of Event Requiring Statement:      05/08/18


Name:                                   SunTx CPI Expansion Fund, L.P.

Address:                                5420 LBJ Freeway, Suite 1000
                                        Dallas, TX 75240

Date of Event Requiring Statement:      05/08/18


Name:                                   SunTx Fulcrum Fund Prime, L.P.

Address:                                5420 LBJ Freeway, Suite 1000
                                        Dallas, TX 75240

Date of Event Requiring Statement:      05/08/18


Name:                                   SunTx Fulcrum Dutch Investors Prime,
                                        L.P.

Address:                                5420 LBJ Freeway, Suite 1000
                                        Dallas, TX 75240

Date of Event Requiring Statement:      05/08/18


Name:                                   Ned N. Fleming, III

Address:                                5420 LBJ Freeway, Suite 1000
                                        Dallas, TX 75240

Date of Event Requiring Statement:      05/08/18


Name:                                   Craig Jennings

Address:                                5420 LBJ Freeway, Suite 1000
                                        Dallas, TX 75240

Date of Event Requiring Statement:      05/08/18


Name:                                   Mark R. Matteson

Address:                                5420 LBJ Freeway, Suite 1000
                                        Dallas, TX 75240

Date of Event Requiring Statement:      05/08/18