0000950170-23-049188.txt : 20230921 0000950170-23-049188.hdr.sgml : 20230921 20230921161824 ACCESSION NUMBER: 0000950170-23-049188 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230919 FILED AS OF DATE: 20230921 DATE AS OF CHANGE: 20230921 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: 231269327 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 CAPITAL PARTNERS II DUTCH INVESTORS LP CENTRAL INDEX KEY: 0001437404 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38479 FILM NUMBER: 231269325 BUSINESS ADDRESS: STREET 1: TWO LINCOLN CENTRE STREET 2: 5420 LBJ FREEWAY, SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-663-8921 MAIL ADDRESS: STREET 1: TWO LINCOLN CENTRE STREET 2: 5420 LBJ FREEWAY, SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75240 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUNTX CAPITAL PARTNERS II LP CENTRAL INDEX KEY: 0001437408 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38479 FILM NUMBER: 231269326 BUSINESS ADDRESS: STREET 1: TWO LINCOLN CENTRE STREET 2: 5420 LBJ FREEWAY, SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-663-8921 MAIL ADDRESS: STREET 1: TWO LINCOLN CENTRE STREET 2: 5420 LBJ FREEWAY, 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: 231269328 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 Capital II Management Corp. CENTRAL INDEX KEY: 0001833038 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38479 FILM NUMBER: 231269333 BUSINESS ADDRESS: STREET 1: 5420 LBJ FREEWAY STREET 2: SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 773-8900 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: 231269331 MAIL ADDRESS: STREET 1: 8214 WESTCHESTER DRIVE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75225 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: 231269329 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: 231269330 MAIL ADDRESS: STREET 1: 5204 LAKECREET CT. CITY: PLANO STATE: TX ZIP: 75093 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: 231269332 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 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 ownership.xml 4 X0508 4 2023-09-19 0001718227 Construction Partners, Inc. ROAD 0001739424 SunTx Capital Management Corp. 5420 LBJ FREEWAY, SUITE 1000 DALLAS TX 75240 true false true false 0001707712 Fleming Ned N III 5420 LBJ FREEWAY, SUITE 1000 DALLAS TX 75240 true false true false 0001739383 Jennings Craig 5420 LBJ FREEWAY, SUITE 1000 DALLAS TX 75240 true false false false 0001739134 Matteson Mark R 5420 LBJ FREEWAY, SUITE 1000 DALLAS TX 75240 true false false false 0001702326 SunTx Fulcrum Fund Prime, L.P. 5420 LBJ FREEWAY, SUITE 1000 DALLAS TX 75240 true false true false 0001208091 SUNTX CAPITAL PARTNERS L P 5420 LBJ FREEWAY, SUITE 1000 DALLAS TX 75240 true false true false 0001437408 SUNTX CAPITAL PARTNERS II LP 5420 LBJ FREEWAY, SUITE 1000 DALLAS TX 75240 true false true false 0001437404 SUNTX CAPITAL PARTNERS II DUTCH INVESTORS LP 5420 LBJ FREEWAY, SUITE 1000 DALLAS TN 75240 true false true false 0001833038 SunTx Capital II Management Corp. 5420 LBJ FREEWAY, SUITE 1000 DALLAS TX 75240 false false true false false Class A Common Stock 2023-09-19 4 S false 29454 35.14 D 399363 I By SunTx Capital Partners II, L.P. Class A Common Stock 2023-09-19 4 S false 3716 35.69 D 395647 I By SunTx Capital Partners II, L.P. Class A Common Stock 2023-09-19 4 S false 14944 35.14 D 219303 I By SunTx Capital Partners II Dutch Investors, L.P. Class A Common Stock 2023-09-19 4 S false 1886 35.69 D 217417 I By SunTx Capital Partners II Dutch Investors, L.P. Class A Common Stock 29731 D Class A Common Stock 30731 D Class A Common Stock 157075 D Class A Common Stock 4000 I By spouse of Ned N. Fleming, III Class B Common Stock Class A Common Stock 9315 9315 I By SunTx Fulcrum Fund Prime, L.P. Class B Common Stock Class A Common Stock 10527 10527 I By SunTx Capital Partners, L.P. Class B Common Stock Class A Common Stock 1767450 1767450 I By Malachi Holdings Limited Partnership Class B Common Stock Class A Common Stock 451178 451178 I By CJCT Associates Limited Partnership Class B Common Stock Class A Common Stock 628715 628715 I By AMDG Associates Limited Partnership 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 2695 2695 D 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. This Form 4 is filed jointly by Ned N. Fleming, III, Craig Jennings, Mark R. Matteson, SunTx Fulcrum Fund Prime, L.P. ("SunTx Fulcrum Fund"), SunTx Capital Partners, L.P. ("SunTx Partners GP"), SunTx Capital Management Corp. ("SunTx Capital Management"), SunTx Capital Partners II, L.P. ("SunTx Partners II"), SunTx Capital Partners II Dutch Investors, L.P. ("SunTx Partners Dutch LP"), and SunTx Capital II Management Corp. ("SunTx Capital II Management," and collectively, the "Reporting Persons"). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.91 to $35.51. The reporting persons undertake to provide to Construction Partners, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4. The general partner of SunTx Fulcrum Fund is SunTx Partners GP. The general partner of SunTx Partners GP is SunTx Capital Management. The general partner of each of SunTx Partners II and SunTx Partners Dutch LP (SunTx Partners Dutch LP, SunTx Fulcrum Fund, and SunTx Partners II are collectively referred to herein as the "SunTx Funds") 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 (SunTx Capital II Management, SunTx Partners GP, SunTx Capital Management, and SunTx Partners II GP, are referred to herein as 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. Jennings and Mr. Matteson, each a director of the Issuer, are each executive officers of SunTx Capital Management and shareholders of SunTx Capital II Management. Mr. Fleming, Mr. Jennings, and Mr. Matteson may each be deemed to beneficially own securities of the Issuer held by certain entities in the SunTx Group, and each of SunTx Partners GP, SunTx Capital Management, SunTx Partners II GP, and SunTx Capital II Management may be deemed to beneficially own securities of the Issuer held by certain entities of the SunTx Funds. (Continued from Footnote 4) 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 (the "Exchange Act"), or for any other purpose. These securities of the Issuer are directly held by SunTx Partners II. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.52 to $36.15. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (7) to this Form 4. These securities of the Issuer are directly held by SunTx Partners Dutch LP. Includes 17,000 restricted shares of Class A common stock, par value $0.001 per share, of the Issuer ("Class A common stock") granted to Craig Jennings under the Construction Partners, Inc. 2018 Equity Incentive Plan of which 11,333 shares will vest on January 1, 2024, and 5,667 shares will vest on January 1, 2025. Securities held directly by Craig Jennings. Includes 17,000 restricted shares of Class A common stock of the Issuer granted to Mark R. Matteson under the Construction Partners, Inc. 2018 Equity Incentive of which 11,333 shares will vest on January 1, 2024, and 5,667 shares will vest on January 1, 2025. Securities held directly by Mark R. Matteson. Includes 42,500 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 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. Each share of Class B common stock, par value $0.001 per share ("Class B common stock"), 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 SunTx Fulcrum Fund. These securities of the Issuer are directly held by SunTx Partners GP. 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 CJCT Associates Limited Partnership, a limited partnership controlled by Craig Jennings. Mr. Jennings may be deemed to beneficially own securities of the Issuer held by such limited partnership. Mr. Jennings 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. Jennings 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 AMDG Associates Limited Partnership, a limited partnership controlled by Mark R. Matteson. Mr. Matteson may be deemed to beneficially own securities of the Issuer held by such limited partnership. Mr. Matteson 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. Matteson 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 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 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. 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 Exchange Act, 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. /s/ Ned N. Fleming, III 2023-09-21 /s/ Craig Jennings 2023-09-21 /s/ Mark R. Matteson 2023-09-21 SUNTX FULCRUM FUND PRIME, L.P., By: SunTx Capital Partners L.P., its general partner, By: SunTx Capital Management Corp., its general partner, By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director 2023-09-21 SUNTX CAPITAL PARTNERS, L.P., By: SunTx Capital Management Corp., its general partner, By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director 2023-09-21 SUNTX CAPITAL MANAGEMENT CORP., By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director 2023-09-21 SUNTX CAPITAL PARTNERS II, L.P., By: SunTx Capital Partners II GP, L.P., its general partner, By: SunTx Capital II Management Corp., its general partner, By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director 2023-09-21 SUNTX CAPITAL PARTNERS II DUTCH INVESTORS, L.P., By: SunTx Capital Partners II GP, L.P., its general partner, By: SunTx Capital II Management Corp., its general partner, By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III 2023-09-21 SUNTX CAPITAL II MANAGEMENT CORP., By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director 2023-09-21