4//SEC Filing
Fleming Ned N III 4
Accession 0000950170-25-085574
CIK 0001718227other
Filed
Jun 11, 8:00 PM ET
Accepted
Jun 12, 5:14 PM ET
Size
36.4 KB
Accession
0000950170-25-085574
Insider Transaction Report
Form 4
Fleming Ned N III
Director10% Owner
Transactions
- OtherSwap
Class B Common Stock
2025-06-10−39,417→ 181,636 total(indirect: By LLC)→ Class A Common Stock (39,417 underlying) - OtherSwap
Forward sale contract (obligation to sell)
2025-06-12−42,857→ 85,715 total(indirect: By LLC)→ Class A Common Stock (42,857 underlying) - OtherSwap
Class B Common Stock
2025-06-12−39,346→ 103,054 total(indirect: By LLC)→ Class A Common Stock (39,346 underlying) - OtherSwap
Forward sale contract (obligation to sell)
2025-06-10−42,857→ 171,429 total(indirect: By LLC)→ Class A Common Stock (42,857 underlying) - OtherSwap
Forward sale contract (obligation to sell)
2025-06-11−42,857→ 128,572 total(indirect: By LLC)→ Class A Common Stock (42,857 underlying) - OtherSwap
Class B Common Stock
2025-06-11−39,236→ 142,400 total(indirect: By LLC)→ Class A Common Stock (39,236 underlying)
Holdings
- 2,488,322(indirect: By SunTx Capital Partners II, L.P.)
Class B Common Stock
→ Class A Common Stock (2,488,322 underlying) - 4,000(indirect: By Trust)
Class B Common Stock
→ Class A Common Stock (4,000 underlying) - 1,535,857(indirect: By Partnership)
Class B Common Stock
→ Class A Common Stock (1,535,857 underlying) - 272(indirect: By Boyle Fleming & Co. Inc.)
Class B Common Stock
→ Class A Common Stock (272 underlying) - 674(indirect: By SunTx Capital II Management Corp.)
Class B Common Stock
→ Class A Common Stock (674 underlying) - 95,515
Class B Common Stock
→ Class A Common Stock (95,515 underlying) - 10,621(indirect: By SunTx Capital Savings Plan, FBO Ned N. Fleming, III)
Class B Common Stock
→ Class A Common Stock (10,621 underlying) - 23(indirect: By SunTx Capital Partners II G.P., L.P.)
Class B Common Stock
→ Class A Common Stock (23 underlying) - 24,168
Class A Common Stock
- 1,254,746(indirect: By SunTx Capital Partners II Dutch Investors, L.P.)
Class B Common Stock
→ Class A Common Stock (1,254,746 underlying)
Footnotes (11)
- [F1]On June 10, 2025, June 11, 2025 and June 12, 2025, NNFIII ROAD, LLC ("NNFIII") settled a portion of an existing and previously reported prepaid variable share forward contract (the "Contract") that was entered into on May 29, 2024 with an unaffiliated third-party buyer. NNFIII pledged 300,000 shares of Class B common stock, par value $0.001 per share ("Class B common stock"), of Construction Partners, Inc. (the "Issuer"), to secure its obligations under the Contract.
- [F10]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.
- [F11]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.
- [F2]Each share of Class B common stock 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, (ii) automatically upon any transfer that is not a Permitted Transfer (as defined in the Issuer's Amended and Restated Certificate of Incorporation) or (iii) upon the election of the holders of a majority of the then-outstanding shares of Class B common stock.
- [F3]Pursuant to the terms of the Contract, because the volume-weighted average price at which the shares of Class A common stock traded on the specified valuation date for this component of the Contract (the "Settlement Price") was greater than the forward cap price set forth in the Contract, NNFIII delivered to the buyer a number of shares equal to the product of (A) 42,857 shares and (B) a fraction, the numerator of which was the sum of (x) the forward floor price set forth in the Contract and (y) the Settlement Price minus the forward cap price, and the denominator of which was the Settlement Price.
- [F4]NNFIII is a limited liability company controlled by Ned N. Fleming, III.
- [F5]Includes 24,000 restricted shares of Class B common stock with time-based vesting criteria granted to Mr. Fleming under the Construction Partners, Inc. 2024 Restricted Stock Plan that vest as follows: (i) 16,000 shares on January 1, 2027 and (ii) 8,000 shares on January 1, 2028. Under the terms of the award agreement, Mr. Fleming has sole voting power with respect to the shares.
- [F6]The general partner of each of SunTx Capital Partners II, L.P. ("SunTx Partners II") and SunTx Capital Partners II Dutch Investors, L.P. ("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 G.P., L.P. ("SunTx Partners II GP"). The general partner of SunTx Partners II GP is SunTx Capital II Management Corp. ("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.
- [F7](Continued from Footnote 6) Mr. Fleming 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. 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
- [F8]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 Mr. Fleming is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- [F9]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.
Documents
Issuer
Construction Partners, Inc.
CIK 0001718227
Entity typeother
Related Parties
1- filerCIK 0001707712
Filing Metadata
- Form type
- 4
- Filed
- Jun 11, 8:00 PM ET
- Accepted
- Jun 12, 5:14 PM ET
- Size
- 36.4 KB