0000899243-19-023999.txt : 20190920 0000899243-19-023999.hdr.sgml : 20190920 20190920164147 ACCESSION NUMBER: 0000899243-19-023999 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190920 FILED AS OF DATE: 20190920 DATE AS OF CHANGE: 20190920 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: 191105182 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 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38479 FILM NUMBER: 191105183 MAIL ADDRESS: STREET 1: 5204 LAKECREET CT. CITY: PLANO STATE: TX ZIP: 75093 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: 191105184 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 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: 191105185 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: 191105186 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 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: 191105187 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 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: 191105188 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 PARTNERS L P CENTRAL INDEX KEY: 0001208091 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38479 FILM NUMBER: 191105189 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 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: 191105190 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 2019-09-20 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 Class A Common Stock 2019-09-20 4 S 0 2612925 13.4662 D 7433770 I By SunTx CPI Expansion Fund, L.P. Class A Common Stock 2019-09-20 4 S 0 1545589 13.4662 D 4397200 I By SunTx Fulcrum Fund Prime, L.P. Class A Common Stock 2019-09-20 4 S 0 841486 13.4662 D 2394030 I By SunTx Fulcrum Dutch Investors Prime, L.P. Class A Common Stock 114575 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 The sales price of these shares of Class A common stock, par value $0.001 ("Class A Common Stock") of Construction Partners, Inc. (the "Issuer") takes into account the $0.7838 per share amount of underwriting discounts for these sales to the underwriters of the public offering of Class A Common Stock. These securities of the Issuer are 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 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 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. Represents 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 that will vest as to two-thirds of the shares on January 1, 2021 and as to the remaining one-third of the shares on January 1, 2022. Represents restricted shares of Class A Common Stock of the Issuer granted to Craig Jennings under the Construction Partners, Inc. 2018 Equity Incentive Plan that will vest as to two-thirds of the shares on January 1, 2021 and as to the remaining one-third of the shares on January 1, 2022. Represents 1,000 shares of Class A Common Stock directly held by Mark R. Matteson that were purchased in the open market and 38,192 restricted shares of Class A Common Stock of the Issuer granted to Mark R. Matteson under the Construction Partners, Inc. 2018 Equity Incentive Plan that will vest as to two-thirds of the shares on January 1, 2021 and as to the remaining one-third of the shares on January 1, 2022. Securities held directly by Ned N. Fleming, III. Securities held directly by Craig Jennings. Securities held directly by Mark R. Matteson 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 2019-09-20 SUNTX CPI EXPANSION FUND GP, L.P., By: SunTx Capital Management Corp, its general partner, Name: /s/ Ned N. Fleming, III, Title: Director 2019-09-20 SUNTX CAPITAL PARTNERS L.P., By: SunTx Capital Management Corp., its general partner, Name: /s/ Ned N. Fleming, III, Title: Director 2019-09-20 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 2019-09-20 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 2019-09-20 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 2019-09-20 NED N. FLEMING, III, Name: /s/ Ned N. Fleming, III 2019-09-20 CRAIG JENNINGS, Name: /s/ Craig Jennings 2019-09-20 MARK R. MATTESON, Name: /s/ Mark R. Matteson 2019-09-20 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1


                         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:      09/20/19



Name:                                   SunTx Capital Partners L.P.


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


Date of Event Requiring Statement:      09/20/19



Name:                                   SunTx CPI Expansion Fund, L.P.


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


Date of Event Requiring Statement:      09/20/19



Name:                                   SunTx Fulcrum Fund Prime, L.P.


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


Date of Event Requiring Statement:      09/20/19



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


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


Date of Event Requiring Statement:      09/20/19



Name:                                   Ned N. Fleming, III


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


Date of Event Requiring Statement:      09/20/19



Name:                                   Craig Jennings


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


Date of Event Requiring Statement:      09/20/19



Name:                                   Mark R. Matteson


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


Date of Event Requiring Statement:      09/20/19