0000950170-23-070077.txt : 20231213 0000950170-23-070077.hdr.sgml : 20231213 20231213163149 ACCESSION NUMBER: 0000950170-23-070077 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231211 FILED AS OF DATE: 20231213 DATE AS OF CHANGE: 20231213 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: 231484399 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 ownership.xml 4 X0508 4 2023-12-11 0001718227 Construction Partners, Inc. ROAD 0001739383 Jennings Craig 5420 LBJ FREEWAY, SUITE 1000 DALLAS TX 75240 true false true false false Class A Common Stock 2023-12-11 4 S false 50000 42.64 D 50000 I By CJCT Associates Limited Partnership Class A Common Stock 2023-12-12 4 S false 25000 43.09 D 25000 I By CJCT Associates Limited Partnership Class A Common Stock 2023-12-12 4 G false 2500 0 D 22500 I By CJCT Associates Limited Partnership Class A Common Stock 262965 I By SunTx Capital Partners II, L.P. Class A Common Stock 150099 I By SunTx Capital Partners II Dutch Investors, L.P. Class A Common Stock 29731 D Class B Common Stock Class A Common Stock 2585096 2585096 I By SunTx Capital Partners II, L.P. Class B Common Stock Class A Common Stock 1294908 1294908 I By SunTx Capital Partners II Dutch Investors, L.P. Class B Common Stock Class A Common Stock 351178 351178 I By CJCT Associates Limited Partnership Class B Common Stock Class A Common Stock 674 674 I By SunTx Capital II Management Corp. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.52 to $42.93, inclusive. The reporting person undertakes 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 range set forth in this footnote to this Form 4. These securities of the Issuer are directly held by CJCT Associates Limited Partnership, a limited partnership controlled by the reporting person ("CJCT"). The reporting person may be deemed to beneficially own securities of the Issuer held by such limited partnership. The reporting person 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 the 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00 to $43.47, inclusive. The reporting person undertakes 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 range set forth in this footnote to this Form 4. Represents a charitable contribution of shares of Class A common stock, par value $0.001 per share ("Class A common stock"), of the Issuer. 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") 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. ("SunTx Capital II Management"). The reporting person, a director of the Issuer, is a shareholder of SunTx Capital II Management. The reporting person may be deemed to beneficially own securities of the Issuer held by SunTx Partners II, SunTx Partners Dutch LP and SunTx Capital II Management. The reporting person 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 the reporting 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 Partners II. These securities of the Issuer are directly held by SunTx Partners Dutch LP. Includes 17,000 restricted shares of Class A common stock of the Issuer granted to the reporting person 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 the reporting person. 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 (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 Capital II Management. /s/ Craig Jennings 2023-12-13