SunTx Capital Management Form 4 Construction Partners / CAPITAL PARTNERS L P SUNTX ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SunTx Capital Management Corp.

(Last) (First) (Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS TX 75240

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Construction Partners, Inc. [ ROAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/07/2021		J(1)		1,520,962	D	$0.00	1,031,379	I	By SunTx CPI Expansion Fund, L.P.(3)(6)
Class A Common Stock								1,486,402	I	By SunTx Fulcrum Fund Prime, L.P.(4)(6)
Class A Common Stock								809,267	I	By SunTx Fulcrum Dutch Investors Prime, L.P.(5)(6)
Class A Common Stock								428,817(2)	I	By SunTx Capital Partners II, LP(7)(9)
Class A Common Stock								234,247(2)	I	By SunTx Capital Partners II Dutch Investors, LP(8)(9)
Class A Common Stock								114,575(10)	D(13)
Class A Common Stock								4,000	I	By spouse of Ned N. Fleming, III
Class A Common Stock								38,192(11)	D(14)
Class A Common Stock								39,192(12)	D(15)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(16)	01/07/2021		J(1)			1,094,371	(16)	(16)	Class A Common Stock	1,094,371	$0.00	7,078,757	I	By SunTx CPI Expansion Fund, L.P.(3)(6)
Class B Common Stock	(16)	01/07/2021		J(1)		589,646		(16)	(16)	Class A Common Stock	589,646	$0.00	667,716	I	By SunTx Capital Partners II, LP(7)(9)
Class B Common Stock	(16)	01/07/2021		J(1)		299,167		(16)	(16)	Class A Common Stock	299,167	$0.00	300,720	I	By SunTx Capital Partners II Dutch Investors, LP(8)(9)
Class B Common Stock	(16)	01/07/2021		J(1)		205,558		(16)	(16)	Class A Common Stock	205,558	$0.00	218,570	I	By SunTx CPI Expansion Fund GP, LP(6)(17)
Class B Common Stock	(16)							(16)	(16)	Class A Common Stock	4,889,339		4,889,339	I	By SunTx Fulcrum Fund Prime, L.P.(4)(6)
Class B Common Stock	(16)							(16)	(16)	Class A Common Stock	2,661,970		2,661,970	I	By SunTx Fulcrum Dutch Investors Prime, L.P.(5)(6)

1. Name and Address of Reporting Person^*

SunTx Capital Management Corp.

(Last) (First) (Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SunTX CPI Expansion Fund GP, L.P.

(Last) (First) (Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SUNTX CAPITAL PARTNERS L P

(Last) (First) (Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SunTx CPI Expansion Fund LP

(Last) (First) (Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SunTx Fulcrum Fund Prime, L.P.

(Last) (First) (Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SunTx Fulcrum Dutch Investors Prime, L.P.

(Last) (First) (Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fleming Ned N III

(Last) (First) (Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Jennings Craig

(Last) (First) (Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Matteson Mark R

(Last) (First) (Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS TX 75240

(City) (State) (Zip)

Explanation of Responses:

1. SunTx CPI Expansion Fund, L.P. ("SunTx Expansion Fund") distributed these shares for no consideration.

2. Includes shares of Class A common stock received from a prior in-kind distribution from SunTx Expansion Fund.

3. 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").

4. 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").

5. 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.

6. 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.

7. 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").

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. Securities held directly by Ned N. Fleming, III.

14. Securities held directly by Craig Jennings.

15. Securities held directly by Mark R. Matteson.

16. 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.

17. These securities of the Issuer are directly held by SunTx Expansion GP.

Remarks:

Each of Ned N. Fleming, III, Craig Jennings and Mark R. Matteson serves on the Board of Directors of 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.

	SUNTX CAPITAL MANAGEMENT CORP., Name: /s/ Ned N. Fleming, III, Title: Director	01/11/2021
	SUNTX CPI EXPANSION FUND GP, L.P., By: SunTx Capital Management Corp, its general partner, Name: /s/ Ned N. Fleming, III, Title: Director	01/11/2021
	SUNTX CAPITAL PARTNERS L.P., By: SunTx Capital Management Corp., its general partner, Name: /s/ Ned N. Fleming, III, Title: Director	01/11/2021
	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, Name: /s/ Ned N. Fleming, III, Title: Director	01/11/2021
	SUNTX FULCRUM FUND PRIME, L.P., By: SunTx Capital Partners L.P., its general partner, By: SunTx Capital Management Corp., its general partner, Name: /s/ Ned N. Fleming, III, Title: Director	01/11/2021
	SUNTX FULCRUM DUTCH INVESTORS PRIME, L.P., By: SunTx Capital Partners L.P., its general partner, By: SunTx Capital Management Corp., its general partner, Name: /s/ Ned N. Fleming, III, Title: Director	01/11/2021
	/s/ Ned N. Fleming, III	01/11/2021
	/s/ Craig Jennings	01/11/2021
	/s/ Mark R. Matteson	01/11/2021
	** Signature of Reporting Person	Date
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