0000899243-21-012870.txt : 20210322 0000899243-21-012870.hdr.sgml : 20210322 20210322174105 ACCESSION NUMBER: 0000899243-21-012870 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210318 FILED AS OF DATE: 20210322 DATE AS OF CHANGE: 20210322 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: 21762311 BUSINESS ADDRESS: STREET 1: 14001N DALLAS PARKWAY SUITE 111 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 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: 21762310 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: Fleming Ned N III CENTRAL INDEX KEY: 0001707712 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38479 FILM NUMBER: 21762308 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 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: 21762312 BUSINESS ADDRESS: STREET 1: 5420 LBJ FREEWAY, SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-663-8900 MAIL ADDRESS: STREET 1: 5420 LBJ FREEWAY, SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75240 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 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: 21762309 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: Matteson Mark R CENTRAL INDEX KEY: 0001739134 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38479 FILM NUMBER: 21762306 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: 21762307 MAIL ADDRESS: STREET 1: 5204 LAKECREET CT. CITY: PLANO STATE: TX ZIP: 75093 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 2021-03-18 0 0001718227 Construction Partners, Inc. ROAD 0001739424 SunTx Capital Management Corp. 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 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 2021-03-18 4 S 0 1294960 30.85 D 194244 I By SunTx Fulcrum Fund Prime, L.P. Class A Common Stock 2021-03-18 4 S 0 705040 30.85 D 105756 I By SunTx Fulcrum Dutch Investors Prime, L.P. Class A Common Stock 428817 I By SunTx Capital Partners II, LP Class A Common Stock 234247 I By SunTx Capital Partners II Dutch Investors, LP 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 $0.40 per share amount of underwriting discounts and commissions 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 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"). The general partner of SunTx Fulcrum Dutch Fund is SunTx Partners GP. The general partner of 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 Partners GP, SunTx Capital Management, Mr. Fleming, Mr. Jennings and Mr. Matteson may be deemed to beneficially own securities of the Issuer held by certain of the SunTx Funds (defined below). 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. These securities of the Issuer are directly held by SunTx Capital Partners II, LP ("SunTx Partners II"). The general partner of SunTx Partners II is SunTx Capital Partners II GP, LP ("SunTx Partners II GP"). These securities of the Issuer are directly held by SunTx Capital Partners II Dutch Investors, LP ("SunTx Partners Dutch LP," and together with SunTx Fulcrum Fund, SunTx Fulcrum Dutch Fund and SunTx Partners II, the "SunTx Funds"). The general partner of SunTx Partners Dutch LP is SunTx Partners II GP. The general partner of SunTx Partners II GP is SunTx Capital II Management Corp. ("SunTx Capital II Management"). Mr. Fleming is the majority shareholder and sole director of SunTx Capital II Management. Mr. Jennings and Mr. Matteson, each a director of the Issuer, are shareholders of SunTx Capital II Management. Each of SunTx Partners II GP, SunTx Capital II Management, Mr. Fleming, Mr. Jennings and Mr. Matteson may be deemed to beneficially own securities of the Issuer held by certain of 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. Includes 38,192 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 on January 1, 2022. Includes 12,731 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 on January 1, 2022. Includes 12,731 restricted shares of Class A Common Stock of the Issuer granted to Mark R. Matteson under the Construction Partners, Inc. 2018 Equity Incentive that will vest 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 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 2021-03-22 SUNTX CAPITAL PARTNERS L.P., By: SunTx Capital Management Corp., its general partner, Name: /s/ Ned N. Fleming, III, Title: Director 2021-03-22 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 2021-03-22 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 2021-03-22 /s/ Ned N. Fleming, III 2021-03-22 /s/ Craig Jennings 2021-03-22 /s/ Mark R. Matteson 2021-03-22