SEC Form 4 · accession 0001707712-18-000004
Construction Partners, Inc. · ROAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ned N Fleming III
Director · 10% Owner
Period of report
Dec 21, 2018
Accepted (ET)
Dec 26, 2018 · 11:03 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001718227
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Dec 21, 2018 | P | 4,000 | $8.4738 | A | 4,000 | I | By spouse |
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 StockF2,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 35,042,072 | 35,042,072 | 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 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.
- F2The reporting person is the sole shareholder and director of SunTx Capital Management Corp., which is the general partner of two limited partnerships that, in turn, serve as the general partners for three limited partnerships that together own the reported shares of Class B Common Stock (collectively, the "SunTx Funds"). The reporting person may be deemed to beneficially own securities of the Issuer held by the SunTx Funds but 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, or for any other purpose.