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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (16) | 01/07/2021 | J(1) | 1,094,371 | (16) | (16) | Class A Common Stock | 1,094,371 | $ 0 | 7,078,757 | I | By SunTx CPI Expansion Fund, L.P. (3) (6) | |||
| Class B Common Stock | (16) | 01/07/2021 | J(1) | 589,646 | (16) | (16) | Class A Common Stock | 589,646 | $ 0 | 667,716 | I | By SunTx Capital Partners II, LP (7) (9) | |||
| Class B Common Stock | (16) | 01/07/2021 | J(1) | 299,167 | (16) | (16) | Class A Common Stock | 299,167 | $ 0 | 300,720 | I | By SunTx Capital Partners II Dutch Investors, LP (8) (9) | |||
| Class B Common Stock | (16) | 01/07/2021 | J(1) | 205,558 | (16) | (16) | Class A Common Stock | 205,558 | $ 0 | 218,570 | I | By SunTx CPI Expansion Fund GP, LP (6) (17) | |||
| Class B Common Stock | (16) | (16) | (16) | Class A Common Stock | 4,889,339 | 4,889,339 | I | By SunTx Fulcrum Fund Prime, L.P. (4) (6) | |||||||
| Class B Common Stock | (16) | (16) | (16) | Class A Common Stock | 2,661,970 | 2,661,970 | I | By SunTx Fulcrum Dutch Investors Prime, L.P. (5) (6) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SunTx Capital Management Corp. 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX 75240 |
X | X | ||
| SunTX CPI Expansion Fund GP, L.P. 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX 75240 |
X | X | ||
| SUNTX CAPITAL PARTNERS L P 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX 75240 |
X | X | ||
| SunTx CPI Expansion Fund LP 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX 75240 |
X | X | ||
| SunTx Fulcrum Fund Prime, L.P. 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX 75240 |
X | X | ||
| SunTx Fulcrum Dutch Investors Prime, L.P. 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX 75240 |
X | X | ||
| Fleming Ned N III 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX 75240 |
X | X | ||
| Jennings Craig 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX 75240 |
X | X | ||
| Matteson Mark R 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX 75240 |
X | X | ||
| SUNTX CAPITAL MANAGEMENT CORP., Name: /s/ Ned N. Fleming, III, Title: Director | 01/11/2021 | |
| **Signature of Reporting Person | Date | |
| SUNTX CPI EXPANSION FUND GP, L.P., By: SunTx Capital Management Corp, its general partner, Name: /s/ Ned N. Fleming, III, Title: Director | 01/11/2021 | |
| **Signature of Reporting Person | Date | |
| SUNTX CAPITAL PARTNERS L.P., By: SunTx Capital Management Corp., its general partner, Name: /s/ Ned N. Fleming, III, Title: Director | 01/11/2021 | |
| **Signature of Reporting Person | Date | |
| 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 | 01/11/2021 | |
| **Signature of Reporting Person | Date | |
| 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 | 01/11/2021 | |
| **Signature of Reporting Person | Date | |
| 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 | 01/11/2021 | |
| **Signature of Reporting Person | Date | |
| /s/ Ned N. Fleming, III | 01/11/2021 | |
| **Signature of Reporting Person | Date | |
| /s/ Craig Jennings | 01/11/2021 | |
| **Signature of Reporting Person | Date | |
| /s/ Mark R. Matteson | 01/11/2021 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | SunTx CPI Expansion Fund, L.P. ("SunTx Expansion Fund") distributed these shares for no consideration. |
| (2) | Includes shares of Class A common stock received from a prior in-kind distribution from SunTx Expansion Fund. |
| (3) | These securities of the Issuer are directly held by SunTx Expansion Fund. The general partner of SunTx Expansion Fund is SunTx CPI Expansion Fund GP, L.P. ("SunTx Expansion GP"). |
| (4) | 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"). |
| (5) | 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. |
| (6) | 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 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. |
| (7) | 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"). |
| (8) | These securities of the Issuer are directly held by SunTx Capital Partners II Dutch Investors, LP ("SunTx Partners Dutch LP," and together with SunTx Expansion Fund, 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. |
| (9) | 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. |
| (10) | 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. |
| (11) | 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. |
| (12) | 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. |
| (13) | Securities held directly by Ned N. Fleming, III. |
| (14) | Securities held directly by Craig Jennings. |
| (15) | Securities held directly by Mark R. Matteson. |
| (16) | 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. |
| (17) | These securities of the Issuer are directly held by SunTx Expansion GP. |
| Remarks: 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. | |