Home/Filings/4/0000899243-21-002755

4//SEC Filing

SunTx Capital Management Corp. 4

Accession 0000899243-21-002755

CIK 0001718227other

View on SEC.gov Company Profile

Filed

Jan 20, 7:00 PM ET

Accepted

Jan 21, 7:21 PM ET

Size

42.2 KB

Accession

0000899243-21-002755

Insider Transaction Report

Form 4

Period: 2021-01-15

Construction Partners, Inc.ROAD

Jennings Craig

Director10% Owner

Transactions

Other
Class B Common Stock
2021-01-15+106,751→ 325,321 total(indirect: By SunTx CPI Expansion Fund GP, LP)
→ Class A Common Stock (106,751 underlying)
Other
Class B Common Stock
2021-01-15+439,457→ 1,107,173 total(indirect: By SunTx Capital Partners II, LP)
→ Class A Common Stock (439,457 underlying)
Other
Class B Common Stock
2021-01-15+222,965→ 523,685 total(indirect: By SunTx Capital Partners II Dutch Investors, LP)
→ Class A Common Stock (222,965 underlying)
Other
Class B Common Stock
2021-01-15−917,794→ 6,160,963 total(indirect: By SunTx CPI Expansion Fund, L.P.)
→ Class A Common Stock (917,794 underlying)
Other
Class A Common Stock
2021-01-15−1,031,379→ 0 total(indirect: By SunTx CPI Expansion Fund, L.P.)

Holdings

Class A Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
722,373
Class A Common Stock
(indirect: By Spouse)
4,000
Class A Common Stock
39,192
Class B Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
→ Class A Common Stock (2,661,970 underlying)
2,661,970
Class A Common Stock
(indirect: By SunTx Capital Partners II, LP)
428,817
Class A Common Stock
114,575
Class A Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
393,296
Class A Common Stock
(indirect: By SunTx Capital Partners II Dutch Investors, LP)
234,247
Class A Common Stock
38,192
Class B Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
→ Class A Common Stock (4,889,339 underlying)
4,889,339

Matteson Mark R

Director10% Owner

Transactions

Other
Class A Common Stock
2021-01-15−1,031,379→ 0 total(indirect: By SunTx CPI Expansion Fund, L.P.)
Other
Class B Common Stock
2021-01-15−917,794→ 6,160,963 total(indirect: By SunTx CPI Expansion Fund, L.P.)
→ Class A Common Stock (917,794 underlying)
Other
Class B Common Stock
2021-01-15+222,965→ 523,685 total(indirect: By SunTx Capital Partners II Dutch Investors, LP)
→ Class A Common Stock (222,965 underlying)
Other
Class B Common Stock
2021-01-15+439,457→ 1,107,173 total(indirect: By SunTx Capital Partners II, LP)
→ Class A Common Stock (439,457 underlying)
Other
Class B Common Stock
2021-01-15+106,751→ 325,321 total(indirect: By SunTx CPI Expansion Fund GP, LP)
→ Class A Common Stock (106,751 underlying)

Holdings

Class B Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
→ Class A Common Stock (2,661,970 underlying)
2,661,970
Class A Common Stock
114,575
Class A Common Stock
(indirect: By Spouse)
4,000
Class B Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
→ Class A Common Stock (4,889,339 underlying)
4,889,339
Class A Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
722,373
Class A Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
393,296
Class A Common Stock
(indirect: By SunTx Capital Partners II, LP)
428,817
Class A Common Stock
(indirect: By SunTx Capital Partners II Dutch Investors, LP)
234,247
Class A Common Stock
38,192
Class A Common Stock
39,192

SunTx Capital Management Corp.

Director10% Owner

Transactions

Other
Class A Common Stock
2021-01-15−1,031,379→ 0 total(indirect: By SunTx CPI Expansion Fund, L.P.)
Other
Class B Common Stock
2021-01-15+439,457→ 1,107,173 total(indirect: By SunTx Capital Partners II, LP)
→ Class A Common Stock (439,457 underlying)
Other
Class B Common Stock
2021-01-15+106,751→ 325,321 total(indirect: By SunTx CPI Expansion Fund GP, LP)
→ Class A Common Stock (106,751 underlying)
Other
Class B Common Stock
2021-01-15−917,794→ 6,160,963 total(indirect: By SunTx CPI Expansion Fund, L.P.)
→ Class A Common Stock (917,794 underlying)
Other
Class B Common Stock
2021-01-15+222,965→ 523,685 total(indirect: By SunTx Capital Partners II Dutch Investors, LP)
→ Class A Common Stock (222,965 underlying)

Holdings

Class A Common Stock
114,575
Class A Common Stock
(indirect: By SunTx Capital Partners II, LP)
428,817
Class B Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
→ Class A Common Stock (2,661,970 underlying)
2,661,970
Class A Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
722,373
Class A Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
393,296
Class A Common Stock
(indirect: By SunTx Capital Partners II Dutch Investors, LP)
234,247
Class A Common Stock
(indirect: By Spouse)
4,000
Class A Common Stock
38,192
Class A Common Stock
39,192
Class B Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
→ Class A Common Stock (4,889,339 underlying)
4,889,339

SunTX CPI Expansion Fund GP, L.P.

Director10% Owner

Transactions

Other
Class B Common Stock
2021-01-15−917,794→ 6,160,963 total(indirect: By SunTx CPI Expansion Fund, L.P.)
→ Class A Common Stock (917,794 underlying)
Other
Class B Common Stock
2021-01-15+106,751→ 325,321 total(indirect: By SunTx CPI Expansion Fund GP, LP)
→ Class A Common Stock (106,751 underlying)
Other
Class A Common Stock
2021-01-15−1,031,379→ 0 total(indirect: By SunTx CPI Expansion Fund, L.P.)
Other
Class B Common Stock
2021-01-15+439,457→ 1,107,173 total(indirect: By SunTx Capital Partners II, LP)
→ Class A Common Stock (439,457 underlying)
Other
Class B Common Stock
2021-01-15+222,965→ 523,685 total(indirect: By SunTx Capital Partners II Dutch Investors, LP)
→ Class A Common Stock (222,965 underlying)

Holdings

Class A Common Stock
114,575
Class A Common Stock
(indirect: By Spouse)
4,000
Class A Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
393,296
Class A Common Stock
(indirect: By SunTx Capital Partners II Dutch Investors, LP)
234,247
Class B Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
→ Class A Common Stock (2,661,970 underlying)
2,661,970
Class A Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
722,373
Class A Common Stock
(indirect: By SunTx Capital Partners II, LP)
428,817
Class A Common Stock
38,192
Class A Common Stock
39,192
Class B Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
→ Class A Common Stock (4,889,339 underlying)
4,889,339

SUNTX CAPITAL PARTNERS L P

Director10% Owner

Transactions

Other
Class B Common Stock
2021-01-15−917,794→ 6,160,963 total(indirect: By SunTx CPI Expansion Fund, L.P.)
→ Class A Common Stock (917,794 underlying)
Other
Class B Common Stock
2021-01-15+222,965→ 523,685 total(indirect: By SunTx Capital Partners II Dutch Investors, LP)
→ Class A Common Stock (222,965 underlying)
Other
Class A Common Stock
2021-01-15−1,031,379→ 0 total(indirect: By SunTx CPI Expansion Fund, L.P.)
Other
Class B Common Stock
2021-01-15+106,751→ 325,321 total(indirect: By SunTx CPI Expansion Fund GP, LP)
→ Class A Common Stock (106,751 underlying)
Other
Class B Common Stock
2021-01-15+439,457→ 1,107,173 total(indirect: By SunTx Capital Partners II, LP)
→ Class A Common Stock (439,457 underlying)

Holdings

Class B Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
→ Class A Common Stock (4,889,339 underlying)
4,889,339
Class B Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
→ Class A Common Stock (2,661,970 underlying)
2,661,970
Class A Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
722,373
Class A Common Stock
(indirect: By SunTx Capital Partners II Dutch Investors, LP)
234,247
Class A Common Stock
114,575
Class A Common Stock
(indirect: By Spouse)
4,000
Class A Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
393,296
Class A Common Stock
(indirect: By SunTx Capital Partners II, LP)
428,817
Class A Common Stock
38,192
Class A Common Stock
39,192

Fleming Ned N III

Director10% Owner

Transactions

Other
Class B Common Stock
2021-01-15+106,751→ 325,321 total(indirect: By SunTx CPI Expansion Fund GP, LP)
→ Class A Common Stock (106,751 underlying)
Other
Class B Common Stock
2021-01-15−917,794→ 6,160,963 total(indirect: By SunTx CPI Expansion Fund, L.P.)
→ Class A Common Stock (917,794 underlying)
Other
Class A Common Stock
2021-01-15−1,031,379→ 0 total(indirect: By SunTx CPI Expansion Fund, L.P.)
Other
Class B Common Stock
2021-01-15+439,457→ 1,107,173 total(indirect: By SunTx Capital Partners II, LP)
→ Class A Common Stock (439,457 underlying)
Other
Class B Common Stock
2021-01-15+222,965→ 523,685 total(indirect: By SunTx Capital Partners II Dutch Investors, LP)
→ Class A Common Stock (222,965 underlying)

Holdings

Class A Common Stock
(indirect: By SunTx Capital Partners II Dutch Investors, LP)
234,247
Class A Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
722,373
Class A Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
393,296
Class A Common Stock
(indirect: By Spouse)
4,000
Class A Common Stock
38,192
Class A Common Stock
114,575
Class A Common Stock
39,192
Class B Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
→ Class A Common Stock (4,889,339 underlying)
4,889,339
Class A Common Stock
(indirect: By SunTx Capital Partners II, LP)
428,817
Class B Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
→ Class A Common Stock (2,661,970 underlying)
2,661,970

SunTx CPI Expansion Fund LP

Director10% Owner

Transactions

Other
Class B Common Stock
2021-01-15+439,457→ 1,107,173 total(indirect: By SunTx Capital Partners II, LP)
→ Class A Common Stock (439,457 underlying)
Other
Class B Common Stock
2021-01-15+106,751→ 325,321 total(indirect: By SunTx CPI Expansion Fund GP, LP)
→ Class A Common Stock (106,751 underlying)
Other
Class A Common Stock
2021-01-15−1,031,379→ 0 total(indirect: By SunTx CPI Expansion Fund, L.P.)
Other
Class B Common Stock
2021-01-15−917,794→ 6,160,963 total(indirect: By SunTx CPI Expansion Fund, L.P.)
→ Class A Common Stock (917,794 underlying)
Other
Class B Common Stock
2021-01-15+222,965→ 523,685 total(indirect: By SunTx Capital Partners II Dutch Investors, LP)
→ Class A Common Stock (222,965 underlying)

Holdings

Class A Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
722,373
Class A Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
393,296
Class A Common Stock
(indirect: By SunTx Capital Partners II Dutch Investors, LP)
234,247
Class A Common Stock
(indirect: By Spouse)
4,000
Class A Common Stock
39,192
Class A Common Stock
(indirect: By SunTx Capital Partners II, LP)
428,817
Class B Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
→ Class A Common Stock (4,889,339 underlying)
4,889,339
Class A Common Stock
114,575
Class A Common Stock
38,192
Class B Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
→ Class A Common Stock (2,661,970 underlying)
2,661,970

SunTx Fulcrum Fund Prime, L.P.

Director10% Owner

Transactions

Other
Class B Common Stock
2021-01-15+439,457→ 1,107,173 total(indirect: By SunTx Capital Partners II, LP)
→ Class A Common Stock (439,457 underlying)
Other
Class B Common Stock
2021-01-15−917,794→ 6,160,963 total(indirect: By SunTx CPI Expansion Fund, L.P.)
→ Class A Common Stock (917,794 underlying)
Other
Class B Common Stock
2021-01-15+106,751→ 325,321 total(indirect: By SunTx CPI Expansion Fund GP, LP)
→ Class A Common Stock (106,751 underlying)
Other
Class A Common Stock
2021-01-15−1,031,379→ 0 total(indirect: By SunTx CPI Expansion Fund, L.P.)
Other
Class B Common Stock
2021-01-15+222,965→ 523,685 total(indirect: By SunTx Capital Partners II Dutch Investors, LP)
→ Class A Common Stock (222,965 underlying)

Holdings

Class A Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
393,296
Class A Common Stock
39,192
Class B Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
→ Class A Common Stock (4,889,339 underlying)
4,889,339
Class A Common Stock
(indirect: By SunTx Capital Partners II, LP)
428,817
Class A Common Stock
114,575
Class A Common Stock
38,192
Class A Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
722,373
Class B Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
→ Class A Common Stock (2,661,970 underlying)
2,661,970
Class A Common Stock
(indirect: By SunTx Capital Partners II Dutch Investors, LP)
234,247
Class A Common Stock
(indirect: By Spouse)
4,000

SunTx Fulcrum Dutch Investors Prime, L.P.

Director10% Owner

Transactions

Other
Class A Common Stock
2021-01-15−1,031,379→ 0 total(indirect: By SunTx CPI Expansion Fund, L.P.)
Other
Class B Common Stock
2021-01-15−917,794→ 6,160,963 total(indirect: By SunTx CPI Expansion Fund, L.P.)
→ Class A Common Stock (917,794 underlying)
Other
Class B Common Stock
2021-01-15+439,457→ 1,107,173 total(indirect: By SunTx Capital Partners II, LP)
→ Class A Common Stock (439,457 underlying)
Other
Class B Common Stock
2021-01-15+106,751→ 325,321 total(indirect: By SunTx CPI Expansion Fund GP, LP)
→ Class A Common Stock (106,751 underlying)
Other
Class B Common Stock
2021-01-15+222,965→ 523,685 total(indirect: By SunTx Capital Partners II Dutch Investors, LP)
→ Class A Common Stock (222,965 underlying)

Holdings

Class A Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
722,373
Class A Common Stock
39,192
Class A Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
393,296
Class A Common Stock
(indirect: By SunTx Capital Partners II, LP)
428,817
Class A Common Stock
(indirect: By SunTx Capital Partners II Dutch Investors, LP)
234,247
Class A Common Stock
(indirect: By Spouse)
4,000
Class A Common Stock
38,192
Class B Common Stock
(indirect: By SunTx Fulcrum Dutch Investors Prime, L.P.)
→ Class A Common Stock (2,661,970 underlying)
2,661,970
Class A Common Stock
114,575
Class B Common Stock
(indirect: By SunTx Fulcrum Fund Prime, L.P.)
→ Class A Common Stock (4,889,339 underlying)
4,889,339

Footnotes (16)

[F1]SunTx CPI Expansion Fund, L.P. ("SunTx Expansion Fund") distributed these shares for no consideration.
[F10]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.
[F11]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.
[F12]Securities held directly by Ned N. Fleming, III.
[F13]Securities held directly by Craig Jennings.
[F14]Securities held directly by Mark R. Matteson.
[F15]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.
[F16]These securities of the Issuer are directly held by SunTx Expansion GP.
[F2]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").
[F3]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").
[F4]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.
[F5]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.
[F6]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").
[F7]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.
[F8]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.
[F9]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.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Construction Partners, Inc.

CIK 0001718227

→

Entity typeother

IncorporatedTX

Related Parties

filerCIK 0001739424

Filing Metadata

Form type: 4
Filed: Jan 20, 7:00 PM ET
Accepted: Jan 21, 7:21 PM ET
Size: 42.2 KB

View on SEC.gov