| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 7
)*
|
Construction Partners, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.001 per share (Title of Class of Securities) |
21044C107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 21044C107 |
| 1 | Names of Reporting Persons SunTx Capital II Management Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization TEXAS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,248,291.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) In reference to rows 5, 7 and 9 above, consists of an aggregate of 3,743,765 shares of Class A Common Stock, $0.001 par value per share (Class A Common Stock), of Construction Partners, Inc. (the Issuer) issuable upon the conversion of (a) 2,488,322 shares of the Issuer's Class B Common Stock, $0.001 par value per share (Class B Common Stock), held by SunTx Capital Partners II, L.P. (SunTx Partners II), (b) 1,254,746 shares of Class B Common Stock held by SunTx Capital Partners II Dutch Investors, L.P. (SunTx Partners Dutch LP), (c) 674 shares of Class B Common Stock held by SunTx Capital II Management Corp. (SunTx Capital II Management) and (d) 23 shares of Class B Common Stock held by SunTx Capital Partners II G.P., L.P. (SunTx Partners II GP).
(2) In reference to rows 6 and 9 above, includes, as a result of the execution of a voting agreement, (a) 40,201 shares of Class A Common Stock held by Ned N. Fleming, IV and (b) an aggregate of 464,325 shares of Class A Common Stock issuable upon the conversion of (i) 88,735 shares of Class B Common Stock held by Ned N. Fleming, IV, (ii) 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust and (iii) 134,582 shares of Class B Common Stock held by a limited liability company for which Ned N. Fleming, IV serves as co-manager.
(3) In reference to row 11 above, calculated based on (a) 47,183,599 shares of Class A Common Stock outstanding as of February 5, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, that was filed by the Issuer with the Securities and Exchange Commission (SEC) on February 7, 2025 and (b) an aggregate of 4,208,090 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by the Reporting Persons (as defined herein) within sixty (60) days of this Schedule 13G.
SCHEDULE 13G |
| CUSIP No. | 21044C107 |
| 1 | Names of Reporting Persons SunTx Capital Partners II G.P., L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization TEXAS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,743,091.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) In reference to rows 5, 7 and 9 above, consists of an aggregate of 3,743,091 shares of Class A Common Stock issuable upon the conversion of (a) 2,488,322 shares of Class B Common Stock held by SunTx Partners II, (b) 1,254,746 shares of Class B Common Stock held by SunTx Partners Dutch LP and (c) 23 shares of Class B Common Stock held by SunTx Partners II GP.
(2) In reference to row 11 above, calculated based on (a) 47,183,599 shares of Class A Common Stock outstanding as of February 5, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, that was filed by the Issuer with the SEC on February 7, 2025 and (b) an aggregate of 3,743,091 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by the Reporting Persons within sixty (60) days of this Schedule 13G.
SCHEDULE 13G |
| CUSIP No. | 21044C107 |
| 1 | Names of Reporting Persons SunTx Captial Partners II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,488,322.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) In reference to rows 5, 7 and 9 above, consists of 2,488,322 shares of Class A Common Stock issuable upon the conversion of 2,488,322 shares of Class B Common Stock.
(2) In reference to row 11, calculated based on (a) 47,183,599 shares of Class A Common Stock outstanding as of February 5, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, that was filed by the Issuer with the SEC on February 7, 2025 and (b) 2,488,322 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by SunTx Partners II within sixty (60) days of this Schedule 13G.
SCHEDULE 13G |
| CUSIP No. | 21044C107 |
| 1 | Names of Reporting Persons Ned N. Fleming, III | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,194,724.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
Comment for Type of Reporting Person:
(1) In reference to rows 5, 7 and 9 above, includes an aggregate of 5,666,030 shares of Class A Common Stock issuable upon the conversion (a) 71,515 shares of Class B Common Stock held by Mr. Fleming, (b) 2,488,322 shares of Class B Common Stock held by SunTx Partners II, (c) 1,254,746 shares of Class B Common Stock held by SunTx Partners Dutch LP, (d) 674 shares of Class B Common Stock held by SunTx Capital II Management, (e) 23 shares of Class B Common Stock held by SunTx Partners II GP, (f) 4,000 shares of Class B Common Stock held by a trust of which Mr. Fleming's spouse is the sole trustee and sole beneficiary, (g) 1,535,857 shares of Class B Common Stock held by Malachi Holdings Limited Partnership, a limited partnership controlled by Mr. Fleming, (h) 10,621 shares of Class B Common Stock held by SunTx Capital Savings Plan, FBO Ned N. Fleming, III, a 401(k) account for the benefit of Mr. Fleming, (i) 272 shares of Class B Common Stock held by Boyle Fleming & Co. Inc., a corporation controlled by Mr. Fleming, and (j) 300,000 shares of Class B Common Stock held by NNFIII ROAD, LLC, a limited liability company controlled by Mr. Fleming.
(2) In reference to rows 6 and 9 above, includes, as a result of the execution of a voting agreement, (a) 40,201 shares of Class A Common Stock held by Ned N. Fleming, IV and (b) an aggregate of 464,325 shares of Class A Common Stock issuable upon the conversion of (i) 88,735 shares of Class B Common Stock held by Ned N. Fleming, IV, (ii) 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust, and (iii) 134,582 shares of Class B Common Stock held by a limited liability company for which Ned N. Fleming, IV serves as co-manager.
(3) In reference to row 11 above, calculated based on (a) 47,183,599 shares of Class A Common Stock outstanding as of February 5, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, that was filed by the Issuer with the SEC on February 7, 2025 and (b) an aggregate of 6,130,355 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by the Reporting Persons within sixty (60) days of this Schedule 13G.
SCHEDULE 13G |
| CUSIP No. | 21044C107 |
| 1 | Names of Reporting Persons Craig Jennings | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,620,572.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
Comment for Type of Reporting Person:
(1) In reference to rows 5, 7 and 9 above, includes an aggregate of 4,099,046 shares of Class A Common Stock issuable upon the conversion (a) 2,488,322 shares of Class B Common Stock held by SunTx Partners II, (b) 1,254,746 shares of Class B Common Stock held by SunTx Partners Dutch LP, (c) 674 shares of Class B Common Stock held by SunTx Capital II Management, (d) 23 shares of Class B Common Stock held by SunTx Capital Partners II GP, (e) 355,179 shares of Class B Common Stock held by CJCT Associates Limited Partnership, a limited partnership controlled by Mr. Jennings, and (f) 102 shares of Class B Common Stock held by SunTx Capital Savings Plan FBO, Craig Jennings, a 401(k) account for the benefit of Mr. Jennings.
(2) In reference to rows 6 and 9 above, includes, as a result of the execution of a voting agreement, (a) 40,201 shares of Class A Common Stock held by Ned N. Fleming, IV and (b) an aggregate of 464,325 shares of Class A Common Stock issuable upon the conversion of (i) 88,735 shares of Class B Common Stock held by Ned N. Fleming, IV, (ii) 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust, and (iii) 134,582 shares of Class B Common Stock held by a limited liability company for which Ned N. Fleming, IV serves as co-manager.
(3) In reference to row 11 above, calculated based on (a) 47,183,599 shares of Class A Common Stock outstanding as of February 5, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, that was filed by the Issuer with the SEC on February 7, 2025 and (b) an aggregate of 4,563,371 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by the Reporting Persons within sixty (60) days of this Schedule 13G.
SCHEDULE 13G |
| CUSIP No. | 21044C107 |
| 1 | Names of Reporting Persons Mark R. Matteson | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,684,804.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
Comment for Type of Reporting Person:
(1) In reference to rows 5, 7 and 9 above, includes an aggregate of 4,149,547 shares of Class A Common Stock issuable upon the conversion (a) 2,488,322 shares of Class B Common Stock held by SunTx Partners II, (b) 1,254,746 shares of Class B Common Stock held by SunTx Partners Dutch LP, (c) 674 shares of Class B Common Stock held by SunTx Capital II Management, (d) 23 shares of Class B Common Stock held by SunTx Capital II GP, (e) 400,715 shares of Class B Common Stock held by AMDG Associates Limited Partnership, a limited partnership controlled by Mr. Matteson, (f) 4,942 shares of Class B Common Stock held by AMDG Associates II, L.P., a limited partnership controlled by Mr. Matteson and (g) 125 shares of Class B Common Stock held by SunTx Capital Saving Plan FBO, Mark Matteson, a 401(k) account for the benefit of Mr. Matteson.
(2) In reference to rows 6 and 9 above, includes, as a result of the execution of a voting agreement, (a) 40,201 shares of Class A Common Stock held by Ned N. Fleming, IV and (b) an aggregate of 464,325 shares of Class A Common Stock issuable upon the conversion of (i) 88,735 shares of Class B Common Stock held by Ned N. Fleming, IV, (ii) 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust, and (iii) 134,582 shares of Class B Common Stock held by a limited liability company for which Ned N. Fleming, IV serves as co-manager.
(3) In reference to row 11 above, calculated based on (a) 47,183,599 shares of Class A Common Stock outstanding as of February 5, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, that was filed by the Issuer with the SEC on February 7, 2025 and (b) an aggregate of 4,613,872 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by the Reporting Persons within sixty (60) days of this Schedule 13G.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Construction Partners, Inc. | |
| (b) | Address of issuer's principal executive
offices: 290 Healthwest Drive, Suite 2, Dothan, Alabama 36303 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is jointly filed by and on behalf of each of SunTx Capital II Management, SunTx Partners II GP, SunTx Partners II, Ned N. Fleming, III, Craig Jennings and Mark Matteson (collectively referred to herein as the Reporting Persons).
SunTx Partners II GP is the general partner of SunTx Partners II. SunTx Capital II Management is the general partner of SunTx Partners II GP. Mr. Fleming, a director of Construction Partners, Inc. (the Issuer), is the majority shareholder and sole director of SunTx Capital II Management. Mr. Jennings and Mr. Matteson, each a director of the Issuer, are each shareholders of SunTx Capital II Management. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of each of the Reporting Persons is 5420 LBJ Freeway, Suite 1000, Dallas, Texas 75240. | |
| (c) | Citizenship: (i) SunTx Capital II Management is a Texas corporation; (ii) SunTx Partners II GP is a Texas limited partnership; (iii) SunTx Partners II is a Delaware limited partnership; (iv) Mr. Fleming is a citizen of the United States; (v) Mr. Jennings is a citizen of the United States; and (vi) Mr. Matteson is a citizen of the United States. | |
| (d) | Title of class of securities: Class A Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.: 21044C107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Row 9 of each of the cover pages to this Schedule 13G is incorporated herein by reference.
Each of the Reporting Persons expressly disclaims beneficial ownership of all shares of Class A Common Stock reported herein other than those shares such Reporting Person holds directly.
Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"), or any other purpose, the beneficial owner of any securities covered by this statement.
Each of the Reporting Persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. | |
| (b) | Percent of class: Row 11 of each the cover pages to this Schedule 13G is incorporated herein by reference. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Row 5 of each of the cover pages to this Schedule 13G is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the
vote: Row 6 of each of the cover pages to this Schedule 13G is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the
disposition of: Row 7 of each of the cover pages to this Schedule 13G is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the
disposition of: Row 8 of each of the cover pages to this Schedule 13G is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
See Item 2(a) above. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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