0000899243-21-048905.txt : 20211217
0000899243-21-048905.hdr.sgml : 20211217
20211217204505
ACCESSION NUMBER: 0000899243-21-048905
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211209
FILED AS OF DATE: 20211217
DATE AS OF CHANGE: 20211217
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: 211503412
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 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: 211503414
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: 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: 211503413
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
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
2021-12-09
0
0001718227
Construction Partners, Inc.
ROAD
0001833038
SunTx Capital II Management Corp.
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
1
0
1
0
0001437408
SUNTX CAPITAL PARTNERS II LP
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
1
0
1
0
0001437404
SUNTX CAPITAL PARTNERS II DUTCH INVESTORS LP
5420 LBJ FREEWAY, SUITE 1000
DALLAS
TX
75240
1
0
1
0
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
Class A Common Stock
37278
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
2021-12-09
4
J
0
662756
0.00
D
Class A Common Stock
662756
0
I
By SunTx CPI Expansion Fund GP, L.P.
Class B Common Stock
2021-12-09
4
J
0
542589
0.00
D
Class A Common Stock
542589
2399999
I
By SunTx Capital Partners, L.P.
Class B Common Stock
2021-12-09
4
J
0
438347
0.00
A
Class A Common Stock
438347
438347
I
By Malachi Holdings Limited Partnership
Class B Common Stock
2021-12-09
4
J
0
272
0.00
A
Class A Common Stock
272
272
I
By Boyle Fleming & Co. Inc.
Class B Common Stock
2021-12-09
4
J
0
92099
0.00
A
Class A Common Stock
92099
92099
I
By CJCT Associates Limited Partnership
Class B Common Stock
2021-12-09
4
J
0
145792
0.00
A
Class A Common Stock
145792
145792
I
By AMDG Associates Limited Partnership
Class B Common Stock
2021-12-09
4
J
0
154394
0.00
A
Class A Common Stock
154394
1788520
I
By SunTx Fulcrum Fund Prime, L.P.
Class B Common Stock
2021-12-09
4
J
0
94412
0.00
A
Class A Common Stock
94412
677629
I
By SunTx Fulcrum Dutch Investors Prime, L.P.
Class B Common Stock
2021-12-09
4
J
0
674
0.00
A
Class A Common Stock
674
674
I
By SunTx Capital II Management Corp.
Class B Common Stock
Class A Common Stock
2695
2695
I
By SunTx Capital Management Corp.
Class B Common Stock
Class A Common Stock
2496267
2496267
I
By SunTx Capital Partners II, L.P.
Class B Common Stock
Class A Common Stock
1228463
1228463
I
By SunTx Capital Partners II Dutch Investors, L.P.
This Form 4 is filed jointly by Ned N. Flemming, III, Craig Jennings, Mark R. Matteson, SunTx Fulcrum Fund Prime, L.P., SunTx CPI Expansion Fund GP, L.P., SunTx Capital Partners, L.P., SunTx Fulcrum Dutch Investors Prime, L.P., SunTx Capital Management Corp., SunTx Capital Partners II, L.P., SunTx Capital Partners II Dutch Investors, L.P., and SunTx Capital II Management Corp. (collectively, the "Reporting Persons").
To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any Reporting 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.
Includes 38,192 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 that will vest on January 1, 2022.
Securities held directly by Ned N. Fleming, III.
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.
Securities held directly by Craig Jennings.
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 Mark R. Matteson.
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 CPI Expansion Fund, L.P. ("SunTx Expansion Fund") is SunTx CPI Expansion Fund GP, L.P. ("SunTx Expansion GP"). The general partner of each of SunTx Expansion GP and SunTx Partners GP is SunTx Capital Management Corp. ("SunTx Capital Management"). The general partner of each of SunTx Capital Partners II, L.P. ("SunTx Partners II") and SunTx Capital Partners II Dutch Investors, L.P. ("SunTx Partners Dutch LP" and together with SunTx Fulcrum Fund, SunTx Fulcrum Dutch Fund, SunTx Expansion Fund, and SunTx Partners II, 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 Corp.
(Continued from Footnote 9) ("SunTx Capital II Management," and together with SunTx Expansion GP, SunTx Partners GP, SunTx Capital Management, and SunTx Partners II GP, the "SunTx Group"). Ned N. Fleming, III, a director of the Issuer, is the sole shareholder and director of SunTx Capital Management. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by certain entities in the SunTx Group, and each of SunTx Expansion GP, 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. 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 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, par value $0.001 per share ("Class A common stock") of the Issuer (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.
SunTx Expansion GP distributed these shares for no consideration.
These securities of the Issuer are directly held by SunTx Expansion GP.
SunTx Partners GP distributed these shares for no consideration.
These securities of the Issuer are directly held by SunTx Partners GP.
SunTx Expansion GP distributed 429,452 of these shares, and SunTx Partners GP distributed 8,895 of these shares, and in each case for no consideration.
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 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.
SunTx Expansion GP distributed 90,318 of these shares, and SunTx Partners GP distributed 1,781 of these shares, and in each case for no consideration.
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 of 1934, as amended, or for any other purpose.
SunTx Expansion GP distributed 142,986 of these shares, and SunTx Partners GP distributed 2,806 of these shares, and in each case for no consideration.
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 of 1934, as amended, or for any other purpose.
These securities of the Issuer are directly held by SunTx Fulcrum Dutch Fund.
These securities of the Issuer are directly held by SunTx Capital II Management.
These securities of the Issuer are directly held by SunTx Capital 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.
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
2021-12-17
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, Title: Director
2021-12-17
SUNTX CAPITAL II MANAGEMENT CORP., By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director
2021-12-17