SEC Form 4 · accession 0000899243-18-014567
Construction Partners, Inc. · ROAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SUNTX CAPITAL PARTNERS L P
Director · 10% Owner
SunTx CPI Expansion Fund LP
Director · 10% Owner
SunTx Fulcrum Fund Prime, L.P.
Director · 10% Owner
Ned N Fleming III
Director · 10% Owner
SunTx Fulcrum Dutch Investors Prime, L.P.
Director · 10% Owner
Mark R Matteson
Director · 10% Owner
Craig Jennings
Director · 10% Owner
SunTx Capital Management Corp.
Director · 10% Owner
SunTX CPI Expansion Fund GP, L.P.
Director · 10% Owner
Period of report
May 29, 2018
Accepted (ET)
May 31, 2018 · 5:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001718227
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF3,F4,F7,F1,F2 | — | May 29, 2018 | S | 179,668 | D | — | — | Class A Common Stock | 179,668 | 18,312,458 | I |
| Class B Common StockF3,F5,F7,F1,F2 | — | May 29, 2018 | S | 106,276 | D | — | — | Class A Common Stock | 106,276 | 10,832,128 | I |
| Class B Common StockF3,F6,F7,F1,F2 | — | May 29, 2018 | S | 57,862 | D | — | — | Class A Common Stock | 57,862 | 5,897,486 | I |
Explanation of responses
- F1Each share of Class B Common Stock, par value $0.001 per share ("Class B Common Stock"), of Construction Partners, Inc. (the "Issuer") is convertible at any time at the option of the holder thereof into one share of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of the Issuer. 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. Further, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any transfer, whether or not for value, except upon certain transfers described in the Issuer's amended and restated certificate of incorporation.
- F2(Continued from Footnote 1) The shares of Class B Common Stock reported as sold in this Form 4 were sold to the underwriters of the Issuer's initial public offering pursuant to the exercise of the underwriters' overallotment option and automatically converted into shares of Class A Common Stock when transferred to the buyers. 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.
- F3This sales price takes into account the $0.84 per share amount of underwriting discounts and commissions for these sales to the underwriters of the Issuer's initial public offering.
- F4These securities of the Issuer are directly held by SunTx CPI Expansion Fund, L.P. ("SunTx Expansion Fund"). The general partner of SunTx Expansion Fund is SunTx CPI Expansion Fund GP, L.P. ("SunTx Expansion GP").
- F5These 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").
- F6These securities of the Issuer are directly held by SunTx Fulcrum Dutch Investors Prime, L.P. ("SunTx Fulcrum Dutch Fund", and together with SunTx Expansion Fund and SunTx Fulcrum Fund, the "SunTx Funds"). The general partner of SunTx Fulcrum Dutch Fund is SunTx Partners GP.
- F7The 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 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.
Remarks
Each of Ned N. Fleming, III, Craig Jennings and Mark R. Matteson serves on the Board of Directors of Construction Partners, Inc. (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.