SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SunTx Capital II Management Corp.

(Last)

(First)

(Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS

75240

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Construction Partners, Inc. [ ROAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	12/06/2024		C⁽²⁾		101,021	A	$0	309,344	I	By SunTx Capital Partners II, L.P.⁽³⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock	12/06/2024		J⁽⁶⁾		309,344	D	$0	0	I	By SunTx Capital Partners II, L.P.⁽³⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock	12/06/2024		C⁽²⁾		53,221	A	$0	167,856	I	By SunTx Capital Partners II Dutch Investors, L.P.⁽³⁾⁽⁴⁾⁽⁷⁾
Class A Common Stock	12/06/2024		J⁽⁸⁾		167,856	D	$0	0	I	By SunTx Capital Partners II Dutch Investors, L.P.⁽³⁾⁽⁴⁾⁽⁷⁾
Class A Common Stock	12/09/2024		S		12,731	D	$99.78⁽⁹⁾	17,000⁽¹⁰⁾	D⁽¹¹⁾
Class A Common Stock								24,168⁽¹²⁾	D⁽¹³⁾
Class A Common Stock								30,731⁽¹⁴⁾	D⁽¹⁵⁾

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**
**(e.g., puts, calls, warrants, options, convertible securities)**
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁶⁾	12/06/2024		C⁽²⁾			101,021	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	101,021	$0	2,510,682	I	By SunTx Capital Partners II, L.P.⁽³⁾⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽¹⁶⁾	12/06/2024		J⁽⁶⁾			22,360	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	22,360	$0	2,488,322	I	By SunTx Capital Partners II, L.P.⁽³⁾⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽¹⁶⁾	12/06/2024		C⁽²⁾			53,221	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	53,221	$0	1,255,186	I	By SunTx Capital Partners II Dutch Investors, L.P.⁽³⁾⁽⁴⁾⁽⁷⁾
Class B Common Stock	⁽¹⁶⁾	12/06/2024		J⁽⁸⁾			440	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	440	$0	1,254,746	I	By SunTx Capital Partners II Dutch Investors, L.P.⁽³⁾⁽⁴⁾⁽⁷⁾
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	4,000		4,000	I	By Fleming Family Management Trust⁽¹⁷⁾
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	71,515		71,515	D⁽¹³⁾
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	1,535,857		1,535,857⁽¹⁸⁾	I	By Malachi Holdings Limited Partnership⁽¹⁹⁾
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	355,179		355,179⁽²⁰⁾	I	By CJCT Associates Limited Partnership⁽²¹⁾
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	4,942		4,942⁽²²⁾	I	By AMDG Associates II, L.P.⁽²³⁾
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	10,621		10,621⁽²⁴⁾	I	By SunTx Capital Savings Plan, FBO Ned N. Fleming, III⁽²⁵⁾
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	272		272	I	By Boyle Fleming & Co. Inc.⁽²⁶⁾
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	674		674	I	By SunTx Capital II Management Corp.⁽³⁾⁽⁴⁾⁽²⁷⁾
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	300,000		300,000	I	By NNFIII ROAD, LLC⁽²⁸⁾
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	23		23⁽²⁹⁾	I	By SunTx Capital Partners II G.P., L.P.⁽³⁾⁽⁴⁾⁽³⁰⁾
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	125		125⁽³¹⁾	I	By SunTx Capital Savings Plan, FBO Mark Matteson⁽³²⁾
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	102		102⁽³³⁾	I	By SunTx Capital Savings Plan, FBO Craig Jennings⁽³⁴⁾
Class B Common Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	400,715		400,715	I	By AMDG Associates, L.P.⁽³⁵⁾

1. Name and Address of Reporting Person^*

SunTx Capital II Management Corp.

(Last)

(First)

(Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS

75240

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Fleming Ned N III

(Last)

(First)

(Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS

75240

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Jennings Craig

(Last)

(First)

(Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS

75240

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Matteson Mark R

(Last)

(First)

(Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS

75240

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SUNTX CAPITAL PARTNERS II LP

(Last)

(First)

(Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS

75240

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SUNTX CAPITAL PARTNERS II DUTCH INVESTORS LP

(Last)

(First)

(Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS

75240

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Ned N. Fleming, III, Craig Jennings, Mark R. Matteson, 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").

2. Pursuant to the Amended and Restated Certificate of Incorporation of Construction Partners, Inc. (the "Issuer"), shares of the Issuer's Class B common stock, par value $0.001 per share ("Class B common stock"), automatically converted on a one-for-one basis into shares of the Issuer's Class A common stock, par value $0.001 per share ("Class A common stock"), upon the distributions described in this Form 4.

3. The general partner of each of SunTx Partners II and SunTx Partners Dutch LP (SunTx Partners Dutch LP and SunTx Partners II are together 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 and SunTx Partners II GP are referred to herein as the "SunTx Group"). Mr. Fleming, a director of the Issuer, 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.

4. (Continued from Footnote 3) Mr. Fleming, Mr. Jennings, and Mr. Matteson each may be deemed to beneficially own securities of the Issuer held by certain entities in the SunTx Group, and the SunTx Group may be deemed to beneficially own securities of the Issuer held by 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 (the "Exchange Act"), or for any other purpose.

5. These securities of the Issuer are directly held by SunTx Partners II.

6. SunTx Partners II distributed these shares to its limited partners for no consideration.

7. These securities of the Issuer are directly held by SunTx Partners Dutch LP.

8. SunTx Partners Dutch LP distributed these shares to its limited partners for no consideration.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.47 to $100.42, inclusive. Mr. Jennings undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, 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.

10. Includes 5,667 restricted shares of Class A common stock granted to Mr. Jennings under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Incentive Plan"), which will vest on January 1, 2025.

11. Securities held directly by Mr. Jennings.

12. Includes 14,168 of restricted shares of Class A common stock granted to Mr. Fleming under the Incentive Plan, which will vest on January 1, 2025.

13. Securities held directly by Mr. Fleming.

14. Includes 5,667 restricted shares of Class A common stock of the Issuer granted to Mr. Matteson under the Incentive Plan, which will vest on January 1, 2025.

15. Securities held directly by Mr. Matteson.

16. Each share of 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.

17. These securities of the Issuer are directly held by The Fleming Family Management Trust, a trust of which Mr. Fleming's spouse is the sole trustee and sole beneficiary. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such trust. 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 the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

18. Includes (i) 10,097 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 201 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.

19. These securities of the Issuer are directly held by Malachi Holdings Limited Partnership, a limited partnership controlled by Mr. Fleming. 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.

20. Includes (i) 3,924 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 77 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.

21. These securities of the Issuer are directly held by CJCT Associates Limited Partnership, a limited partnership controlled by Mr. 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.

22. Includes (i) 4,846 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 96 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.

23. These securities of the Issuer are directly held by AMDG Associates II, L.P., a limited partnership controlled by Mr. 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.

24. Includes (i) 2,146 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 42 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.

25. 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 Mr. Fleming.

26. These securities of the Issuer are directly held by Boyle Fleming & Co. Inc., a corporation controlled by Mr. Fleming. 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.

27. These securities of the Issuer are directly held by SunTx Capital II Management.

28. These securities of the Issuer are directly held by NNFIII ROAD, LLC, a limited liability company controlled by Mr. Fleming.

29. Represents shares of Class B common stock received in a distribution from SunTx Partners II. The acquisition of such shares was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.

30. These securities of the Issuer are directly held by SunTx Partners II GP.

31. Includes (i) 123 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 2 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder.

32. These securities of the Issuer are directly held by SunTx Capital Savings Plan, FBO Mark Matteson, a 401(k) account for the benefit of Mr. Matteson.

33. Includes (i) 100 shares of Class B common stock received in a distribution from SunTx Partners II and (ii) 2 shares of Class B common stock received in a distribution from SunTx Partners Dutch LP. Such acquisitions were exempt from Section 16 pursuant to Rule 16a-13 promulgated thereunder.

34. These securities of the Issuer are directly held by SunTx Capital Savings Plan, FBO Craig Jennings, a 401(k) account for the benefit of Mr. Jennings.

35. These securities of the Issuer are directly held by AMDG Associates Limited Partnership, a limited partnership controlled by Mr. 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.

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 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.

	NED N. FLEMING, III, /s/ Ned N. Fleming, III	12/11/2024
	CRAIG JENNINGS, /s/ Craig Jennings	12/11/2024
	MARK R. MATTESON, /s/ Mark R. Matteson	12/11/2024
	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	12/11/2024
	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	12/11/2024
	SUNTX CAPITAL II MANAGEMENT CORP., By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director	12/11/2024
	** Signature of Reporting Person	Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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