Form 4 for ROAD Construction Partners, Inc.
Accepted 2024-05-24 00:00:00 ET · period of report 2024-05-22 · accession 0000950170-24-064853 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-05-24 | 2024-05-22 | ROAD | Fleming Ned N III | Dir, 10% | D - Sale to Iss | $0.00 | -142.9K | 14.2K | -91% | $0 |
| DMI | 2024-05-24 | 2024-05-22 | ROAD | Fleming Ned N III | Dir, 10% | D - Sale to Iss | $0.00 | -44.1K | 208.3K | -17% | $0 |
| DMI | 2024-05-24 | 2024-05-22 | ROAD | Fleming Ned N III | Dir, 10% | A - Grant | $0.00 | +44.1K | 1.31M | +3% | $0 |
| D | 2024-05-24 | 2024-05-22 | ROAD | Fleming Ned N III | Dir, 10% | A - Grant | $0.00 | +142.9K | 145.6K | +5,303% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2024-05-22 | D | D | 142,907 | $0.00 | 14,168 | D | — | — | (F8) Consists of restricted shares of Class A common stock, par value $0.001 per share, of the Issuer ("Class A common stock") granted to Ned N. Fleming, III under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Incentive Plan"), which will vest on January 1, 2025. (F9) Securities held directly by Ned N. Fleming, III. |
| 2 | Common | Class A Common Stock | 2024-05-22 | D | D | 4,000 | $0.00 | 0 | I By Fleming Family Management Trust | — | — | (F7) 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. |
| 3 | Common | Class A Common Stock | 2024-05-22 | D | D | 13,499 | $0.00 | 114,635 | I By SunTx Capital Partners II Dutch Investors, L.P. | — | — | (F3) The general partner of each of SunTx Partners II and 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 GP, L.P. ("SunTx Partners II GP"). The general partner of SunTx Partners II GP is 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 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 shareholders of SunTx Capital II Management. (F6) These securities of the Issuer are directly held by SunTx Partners Dutch LP. (F4) (Continued from Footnote 3) Mr. Fleming, Mr. Jennings, and Mr. Matteson each 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. 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 or for any other purpose. |
| 4 | Common | Class A Common Stock | 2024-05-22 | D | D | 26,607 | $0.00 | 208,323 | I By SunTx Capital Partners II, L.P. | — | — | (F1) This Form 4 is filed jointly by Ned N. Fleming, III, Craig Jennings, Mark R. Matteson, SunTx Capital Partners II, L.P. ("SunTx Partners II"), SunTx Capital Partners II Dutch Investors, L.P. ("SunTx Partners Dutch LP"), and SunTx Capital II Management Corp. ("SunTx Capital II Management," and collectively, the "Reporting Persons"). (F3) The general partner of each of SunTx Partners II and 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 GP, L.P. ("SunTx Partners II GP"). The general partner of SunTx Partners II GP is 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 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 shareholders of SunTx Capital II Management. (F5) These securities of the Issuer are directly held by SunTx Partners II. (F4) (Continued from Footnote 3) Mr. Fleming, Mr. Jennings, and Mr. Matteson each 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. 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 or for any other purpose. |
| 5 | Derivative | Class B Common Stock | 2024-05-22 | A | A | 4,000 | $0.00 | 4,000 | I By Fleming Family Management Trust | — · — to — | 4,000 Class A Common Stock | (F7) 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. (F14) Each share of Class B common stock, par value $0.001 per share, of the Issuer ("Class B common stock"), is convertible into one share of Class A common stock (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. |
| 6 | Derivative | Class B Common Stock | 2024-05-22 | A | A | 142,907 | $0.00 | 145,602 | D | — · — to — | 142,907 Class A Common Stock | (F9) Securities held directly by Ned N. Fleming, III. (F14) Each share of Class B common stock, par value $0.001 per share, of the Issuer ("Class B common stock"), is convertible into one share of Class A common stock (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. |
| 7 | Derivative | Class B Common Stock | 2024-05-22 | A | A | 26,607 | $0.00 | 2,611,703 | I By SunTx Capital Partners II, L.P. | — · — to — | 26,607 Class A Common Stock | (F3) The general partner of each of SunTx Partners II and 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 GP, L.P. ("SunTx Partners II GP"). The general partner of SunTx Partners II GP is 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 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 shareholders of SunTx Capital II Management. (F5) These securities of the Issuer are directly held by SunTx Partners II. (F4) (Continued from Footnote 3) Mr. Fleming, Mr. Jennings, and Mr. Matteson each 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. 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 or for any other purpose. (F14) Each share of Class B common stock, par value $0.001 per share, of the Issuer ("Class B common stock"), is convertible into one share of Class A common stock (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. |
| 8 | Derivative | Class B Common Stock | 2024-05-22 | A | A | 13,499 | $0.00 | 1,308,407 | I By SunTx Capital Partners II Dutch Investors, L.P. | — · — to — | 13,499 Class A Common Stock | (F3) The general partner of each of SunTx Partners II and 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 GP, L.P. ("SunTx Partners II GP"). The general partner of SunTx Partners II GP is 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 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 shareholders of SunTx Capital II Management. (F6) These securities of the Issuer are directly held by SunTx Partners Dutch LP. (F4) (Continued from Footnote 3) Mr. Fleming, Mr. Jennings, and Mr. Matteson each 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. 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 or for any other purpose. (F14) Each share of Class B common stock, par value $0.001 per share, of the Issuer ("Class B common stock"), is convertible into one share of Class A common stock (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. |