[ ]
|
Rule 13d-1(b)
|
[ ]
|
Rule 13d-1(c)
|
[X]
|
Rule 13d-1(d)
|
CUSIP NO. 21044C107
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
29,292,072 (1)
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
29,292,072 (1)
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Includes shares of Class A Common Stock of Construction Partners, Inc. (the "Issuer") issuable upon the conversion of (a) 8,265,763 shares of Class B Common Stock of the Issuer held by SunTx CPI Expansion Fund, L.P. ("SunTx Expansion
Fund"), (b) 4,889,339 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Fund Prime, L.P. ("SunTx Fulcrum Fund"), and (c) 2,661,970 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Dutch Investors Prime, L.P.
("SunTx Fulcrum Dutch Fund").
|
(2)
|
Based on 32,705,418 shares of Class A Common Stock of the Issuer outstanding as of December 11, 2019, as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission ("SEC") on December 13, 2019.
|
CUSIP NO. 21044C107
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
15,307,594 (1)
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
15,307,594 (1)
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of 8,265,763 shares of Class B Common Stock of the Issuer held by SunTx Expansion Fund.
|
(2)
|
Based on 32,705,418 shares of Class A Common Stock of the Issuer outstanding as of December 11, 2019, as reported in the Issuer's Form 10-K filed with the SEC on December 13, 2019.
|
CUSIP NO. 21044C107
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
13,984,478 (1)
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
13,984,478 (1)
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of (a) 4,889,339 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Fund and (b) 2,661,970 shares of Class B Common Stock of the Issuer held
by SunTx Fulcrum Dutch Fund.
|
(2)
|
Based on 32,705,418 shares of Class A Common Stock of the Issuer outstanding as of December 11, 2019, as reported in the Issuer's Form 10-K filed with the SEC on December 13, 2019.
|
CUSIP NO. 21044C107
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
15,307,594 (1)
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
15,307,594 (1)
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of 8,265,763 shares of Class B Common Stock of the Issuer.
|
|
|
(2)
|
Based on 32,705,418 shares of Class A Common Stock of the Issuer outstanding as of December 11, 2019, as reported in the Issuer's Form 10-K filed with the SEC on December 13, 2019.
|
CUSIP NO. 21044C107
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
|
|
b. [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
9,054,701 (1)
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
9,054,701 (1)
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of 4,889,339 shares of Class B Common Stock of the Issuer.
|
|
|
(2)
|
Based on 32,705,418 shares of Class A Common Stock of the Issuer outstanding as of December 11, 2019, as reported in the Issuer's Form 10-K filed with the SEC on December 13, 2019.
|
CUSIP NO. 21044C107
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
4,929,777 (1)
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
4,929,777 (1)
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of 2,661,970 shares of Class B Common Stock of the Issuer.
|
(2)
|
Based on 32,705,418 shares of Class A Common Stock of the Issuer outstanding as of December 11, 2019, as reported in the Issuer's Form 10-K filed with the SEC on December 13, 2019.
|
CUSIP NO. 21044C107
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
29,410,647 (1)
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
29,410,647 (1)
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of (a) 8,265,763 shares of Class B Common Stock of the Issuer held by SunTx Expansion Fund, (b) 4,889,339 shares of Class B Common Stock of the Issuer held
by SunTx Fulcrum Fund, and (c) 2,661,970 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Dutch Fund. Also includes 4,000 shares of Class A Common Stock directly held by Mr. Fleming’s spouse and 114,575 restricted shares of
Class A Common Stock of the Issuer granted to Mr. Fleming under the Construction Partners, Inc. 2018 Equity Incentive Plan that will vest as to two-thirds of the shares on January 1, 2021 and as to the remaining one-third of the shares on
January 1, 2022.
|
(2)
|
Based on 32,705,418 shares of Class A Common Stock of the Issuer outstanding as of December 11, 2019, as reported in the Issuer's Form 10-K filed with the SEC on December 13, 2019.
|
CUSIP NO. 21044C107
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
a. [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
29,330,264 (1)
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
29,330,264 (1)
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of (a) 8,265,763 shares of Class B Common Stock of the Issuer held by SunTx Expansion Fund, (b) 4,889,339 shares of Class B Common Stock of the Issuer held
by SunTx Fulcrum Fund, and (c) 2,661,970 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Dutch Fund. Also includes 38,192 restricted shares of Class A Common Stock of the Issuer granted to Mr. Jennings under the
Construction Partners, Inc. 2018 Equity Incentive Plan that will vest as to two-thirds of the shares on January 1, 2021 and as to the remaining one-third of the shares on January 1, 2022.
|
|
|
(2)
|
Based on 32,705,418 shares of Class A Common Stock of the Issuer outstanding as of December 11, 2019, as reported in the Issuer's Form 10-K filed with the SEC on December 13, 2019.
|
CUSIP NO. 21044C107
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
29,331,984 (1)
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
29,331,984 (1)
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Includes shares of Class A Common Stock of the Issuer issuable upon the conversion of (a) 8,265,763 shares of Class B Common Stock of the Issuer held by SunTx Expansion Fund, (b) 4,889,339 shares of Class B Common Stock of the Issuer held
by SunTx Fulcrum Fund, and (c) 2,661,970 shares of Class B Common Stock of the Issuer held by SunTx Fulcrum Dutch Fund. Also includes 38,192 restricted shares of Class A Common Stock of the Issuer granted to Mr. Matteson under the
Construction Partners, Inc. 2018 Equity Incentive Plan that will vest as to two-thirds of the shares on January 1, 2021 and as to the remaining one-third of the shares on January 1, 2022.
|
|
|
(2)
|
Based on 32,705,418 shares of Class A Common Stock of the Issuer outstanding as of December 11, 2019, as reported in the Issuer's Form 10-K filed with the SEC on December 13, 2019.
|
Item 1(a).
|
Name of Issuer:
|
|
|
|
Construction Partners, Inc. (the "Issuer").
|
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
|
|
|
290 Healthwest Drive, Suite 2
|
|
Dothan, Alabama 36303
|
|
|
Item 2(a).
|
Name of Person Filing
|
|
|
|
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
|
|
|
The address of the principal business office of each of the Reporting Persons is 5420 LBJ Freeway, Suite 1000, Dallas, Texas 75240.
|
Item 2(c).
|
Citizenship:
|
i)
|
SunTx Capital Management is a Texas corporation;
|
ii)
|
SunTx Expansion GP is a Texas limited partnership;
|
iii)
|
SunTx Partners GP is a Texas limited partnership;
|
iv)
|
SunTx Expansion Fund is a Texas limited partnership;
|
v)
|
SunTx Fulcrum Fund is a Texas limited partnership;
|
vi)
|
SunTx Fulcrum Dutch Fund is a Texas limited partnership;
|
vii)
|
Mr. Fleming is a citizen of the United States;
|
|
|
viii)
|
Mr. Jennings is a citizen of the United States; and
|
|
|
ix)
|
Mr. Matteson is a citizen of the United States.
|
Item 2(d).
|
Title of Class of Securities:
|
|
Class A Common Stock, $0.001 par value per share (the "Class A Common Stock").
|
Item 2(e).
|
CUSIP Number:
|
|
|
|
21044C107
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|
This Item 3 is not applicable.
|
|
|
Item 4.
|
Ownership:
|
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
|
|
|
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [ ].
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
|
|
This Item 6 is not applicable.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
|
|
|
See Item 2(a)
|
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
|
|
|
This Item 8 is not applicable.
|
|
|
Item 9.
|
Notice of Dissolution of Group:
|
|
|
|
This Item 9 is not applicable.
|
|
|
Item 10.
|
Certification:
|
|
This Item 10 is not applicable.
|
Date: February 11, 2020
|
SUNTX CAPITAL MANAGEMENT CORP.
|
|
|
|
By: /s/ Ned N. Fleming, III
Name: Ned N. Fleming, III
Title: Director
|
Date: February 11, 2020
|
SUNTX CPI EXPANSION FUND GP, L.P.
By: SunTx Capital Management Corp.,
its general partner
|
|
|
|
By: /s/ Ned N. Fleming, III
|
|
Name: Ned N. Fleming, III
|
|
Title: Director
|
Date: February 11, 2020
|
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
|
Date: February 11, 2020
|
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
|
|
|
|
By: /s/ Ned N. Fleming, III
|
|
Name: Ned N. Fleming, III
|
|
Title: Director
|
Date: February 11, 2020
|
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
|
|
|
Date: February 11, 2020
|
SUNTX FULCRUM DUTCH INVESTORS 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
|
|
|
Date: February 11, 2020
|
NED N. FLEMING, III
|
|
|
|
By: /s/ Ned N. Fleming, III
|
Date: February 11, 2020
|
CRAIG JENNINGS
|
|
|
|
By: /s/ Craig Jennings
|
Date: February 11, 2020
|
MARK R. MATTESON
|
|
|
|
By: /s/ Mark R. Matteson
|