Sec Form 13G Filing - SunTx Capital II Management Corp. filing for Construction Partners Inc. (ROAD) - 2024-11-14

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 Names of Reporting Persons

 SunTx Capital II Management Corp.

 Check the appropriate box if a member of a Group (see instructions)

 (a) ☐  (b) ☐

 SEC Use Only

  Citizenship or Place of Organization

 Texas

Number of

Shares Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 4,243,742⁽¹⁾

 Shared Voting Power

 507,324⁽²⁾

 Sole Dispositive Power

 4,243,742⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 4,751,066⁽³⁾

 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

 ☐

 Percent of class represented by amount in row (9)

 9.2%⁽⁴⁾

 Type of Reporting Person (See Instructions)

 CO

Includes 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) 2,611,703 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) 1,308,407 shares of Class B Common Stock held by SunTx Capital Partners II Dutch Investors, L.P. (“SunTx Partners Dutch LP”), and (c) 674 shares of Class B Common Stock held by SunTx Capital II Management Corp. (“SunTx Capital II Management”).

Includes, as a result of the execution of a voting agreement, (a) 42,999 shares of Class A Common Stock held by N. Nelson Fleming, IV, (b) 88,735 shares of Class A Common Stock issuable upon the conversion of 88,735 shares of Class B Common Stock held by N. Nelson Fleming, IV, (c) 241,008 shares of Class A Common Stock issuable upon the conversion of 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust and (d) 134,582 shares of Class A Common Stock issuable upon the conversion of 134,582 shares of Class B Common Stock held by a limited liability company for which Ned N. Fleming, IV serves as co-manager.

Includes shares of Class A Common Stock issuable upon the conversion of (a) 2,611,703 shares of Class B Common Stock held by SunTx Partners II, (b) 1,308,407 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) 88,735 shares of Class B Common Stock held by N. Nelson Fleming, IV, (e) 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust and (f) 134,582 shares of Class B Common Stock held by a limited liability company for which Ned N. Fleming, IV serves as co-manager.

Calculated based on (a) 47,003,075 shares of Class A Common Stock outstanding as of November 12, 2024 based on information made available by the Issuer and (b) an aggregate of 4,385,109 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.

 Names of Reporting Persons

 SunTx Capital Partners II GP, L.P.

 Check the appropriate box if a member of a Group (see instructions)

 (a) ☐  (b) ☐

 SEC Use Only

  Citizenship or Place of Organization

 Texas

Number of

Shares Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 4,243,068⁽¹⁾

 Shared Voting Power

 0

 Sole Dispositive Power

 4,243,068⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 4,243,068⁽¹⁾

 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

 ☐

 Percent of class represented by amount in row (9)

 8.3%⁽²⁾

 Type of Reporting Person (See Instructions)

 PN

Includes shares of Class A Common Stock issuable upon the conversion of (a) 2,611,703 shares of Class B Common Stock held by SunTx Partners II and (b) 1,308,407 shares of Class B Common Stock held by SunTx Partners Dutch LP.

Calculated based on (a) 47,003,075 shares of Class A Common Stock outstanding as of November 12, 2024 based on information made available by the Issuer and (b) an aggregate of 3,920,110 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.

 Names of Reporting Persons

 SunTx Capital Partners II, L.P.

 Check the appropriate box if a member of a Group (see instructions)

 (a) ☐  (b) ☐

 SEC Use Only

  Citizenship or Place of Organization

 Delaware

Number of

Shares Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 2,820,026⁽¹⁾

 Shared Voting Power

 0

 Sole Dispositive Power

 2,820,026⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 2,820,026⁽¹⁾

 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

 ☐

 Percent of class represented by amount in row (9)

 5.8%⁽²⁾

 Type of Reporting Person (See Instructions)

 PN

Includes shares of Class A Common Stock issuable upon the conversion of 2,611,703 shares of Class B Common Stock.

Calculated based on (a) 47,003,075 shares of Class A Common Stock outstanding as of November 12, 2024 based on information made available by the Issuer and (b) 2,611,703 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.

 Names of Reporting Persons

 SunTx Capital Partners II Dutch Investors, L.P.

 Check the appropriate box if a member of a Group (see instructions)

 (a) ☐  (b) ☐

 SEC Use Only

  Citizenship or Place of Organization

 Delaware

Number of

Shares Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 1,423,042⁽¹⁾

 Shared Voting Power

 0

 Sole Dispositive Power

 1,423,042⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 1,423,042⁽¹⁾

 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

 ☐

 Percent of class represented by amount in row (9)

 2.9%⁽²⁾

 Type of Reporting Person (See Instructions)

 PN

Includes shares of Class A Common Stock issuable upon the conversion of 1,308,407 shares of Class B Common Stock.

Calculated based on (a) 47,003,075 shares of Class A Common Stock outstanding as of November 12, 2024 based on information made available by the Issuer and (b) 1,308,407 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.

 Names of Reporting Persons

 Ned N. Fleming, III

 Check the appropriate box if a member of a Group (see instructions)

 (a) ☐  (b) ☐

 SEC Use Only

  Citizenship or Place of Organization

 United States

Number of

Shares Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 6,177,689⁽¹⁾

 Shared Voting Power

 507,324⁽²⁾

 Sole Dispositive Power

 6,177,689⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 6,685,013⁽³⁾

 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

 ☐

 Percent of class represented by amount in row (9)

 12.5%⁽⁴⁾

 Type of Reporting Person (See Instructions)

 IN, HC

Includes shares of Class A Common Stock of Issuer issuable upon the conversion (a) 71,515 shares of Class B Common Stock held by Mr. Fleming, (b) 2,611,703 shares of Class B Common Stock held by SunTx Partners II, (c) 1,308,407 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) 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, (f) 1,525,559 shares of Class B Common Stock held by Malachi Holdings Limited Partnership, a limited partnership controlled by Mr. Fleming, (g) 8,433 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 Ned N. Fleming, III, (h) 272 shares of Class B Common Stock held by Boyle Fleming & Co. Inc., a corporation controlled by Mr. Fleming, and (i) 300,000 shares of Class B Common Stock held by NNFIII ROAD, LLC, a limited liability company controlled by Mr. Fleming. Also includes 14,168 restricted shares of Class A Common Stock granted to Mr. Fleming under the Construction Partners, Inc. 2018 Equity Incentive Plan (the “Incentive Plan”), which will vest on January 1, 2025.

Includes, as a result of the execution of a voting agreement, (a) 42,999 shares of Class A Common Stock held by N. Nelson Fleming, IV, (b) 88,735 shares of Class A Common Stock issuable upon the conversion of 88,735 shares of Class B Common Stock held by N. Nelson Fleming, IV, (c) 241,008 shares of Class A Common Stock issuable upon the conversion of 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust, and (d) 134,582 shares of Class A Common Stock issuable upon the conversion of 134,582 shares of Class B Common Stock held by a limited liability company for which Ned N. Fleming, IV serves as co-manager.

Includes shares of Class A Common Stock of Issuer issuable upon the conversion (a) 71,515 shares of Class B Common Stock held by Mr. Fleming, (b) 2,611,703 shares of Class B Common Stock held by SunTx Partners II, (c) 1,308,407 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) 88,735 shares of Class B Common Stock held by N. Nelson Fleming, IV, (f) 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust, (g) 134,582 shares of Class B Common Stock held by a limited liability company for which Ned N. Fleming, IV serves as co-manager, (h) 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, (i) 1,525,559 shares of Class B Common Stock held by Malachi Holdings Limited Partnership, a limited partnership controlled by Mr. Fleming, (j) 8,433 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 Ned N. Fleming, III, (k) 272 shares of Class B Common Stock held by Boyle Fleming & Co. Inc., a corporation controlled by Mr. Fleming, and (l) 300,000 shares of Class B Common Stock held by NNFIII ROAD, LLC, a limited liability company controlled by Mr. Fleming. Also includes 14,168 restricted shares of Class A Common Stock granted to Mr. Fleming under the Incentive Plan, which will vest on January 1, 2025.

Calculated based on (a) 47,003,075 shares of Class A Common Stock outstanding as of November 12, 2024 based on information made available by the Issuer and (b) an aggregate of 6,294,888 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.

 Names of Reporting Perso ns

 Craig Jennings

 Check the appropriate box if a member of a Group (see instructions)

 (a) ☐  (b) ☐

 SEC Use Only

  Citizenship or Place of Organization

 United States

Number of

Shares Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 4,624,651⁽¹⁾

 Shared Voting Power

 507,324⁽²⁾

 Sole Dispositive Power

 4,624,651⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 5,131,975⁽³⁾

 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

 ☐

 Percent of class represented by amount in row (9)

 9.9%⁽⁴⁾

 Type of Reporting Person (See Instructions)

 IN, HC

Includes shares of Class A Common Stock of Issuer issuable upon the conversion (a) 2,611,703 shares of Class B Common Stock held by SunTx Partners II, (b) 1,308,407 shares of Class B Common Stock held by SunTx Partners Dutch LP, and (c) 674 shares of Class B Common Stock held by SunTx Capital II Management. Also includes (y) 5,667 restricted shares of Class A Common Stock granted to Mr. Jennings under the Incentive Plan, which will vest on January 1, 2025, and (z) 351,178 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock held by CJCT Associates Limited Partnership, a limited partnership controlled by Mr. Jennings.

Includes, as a result of the execution of a voting agreement, (a) 42,999 shares of Class A Common Stock held by N. Nelson Fleming, IV, (b) 88,735 shares of Class A Common Stock issuable upon the conversion of 88,735 shares of Class B Common Stock held by N. Nelson Fleming, IV, (c) 241,008 shares of Class A Common Stock issuable upon the conversion of 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust, and (d) 134,582 shares of Class A Common Stock issuable upon the conversion of 134,582 shares of Class B Common Stock held by a limited liability company for which Ned N. Fleming, IV serves as co-manager.

Includes shares of Class A Common Stock of Issuer issuable upon the conversion (a) 2,611,703 shares of Class B Common Stock held by SunTx Partners II, (b) 1,308,407 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) 88,735 shares of Class B Common Stock held by N. Nelson Fleming, IV, (e) 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust and (f) 134,582 shares of Class B Common Stock held by a limited liability company for which Ned N. Fleming, IV serves as co-manager. Also includes (y) 5,667 restricted shares of Class A Common Stock granted to Mr. Jennings under the Incentive Plan, which will vest on January 1, 2025, and (z) 351,178 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock held by CJCT Associates Limited Partnership, a limited partnership controlled by Mr. Jennings.

Calculated based on (a) 47,003,075 shares of Class A Common Stock outstanding as of November 12, 2024 based on information made available by the Issuer and (b) an aggregate of 4,736,287 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.

 Names of Reporting Persons

 Mark R. Matteson

 Check the appropriate box if a member of a Group (see instructions)

 (a) ☐  (b) ☐

 SEC Use Only

  Citizenship or Place of Organization

 United States

Number of

Shares Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 4,675,188⁽¹⁾

 Shared Voting Power

 507,324⁽²⁾

 Sole Dispositive Power

 4,675,188⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 5,182,512⁽³⁾

 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

 ☐

 Percent of class represented by amount in row (9)

 10.0%⁽⁴⁾

 Type of Reporting Person (See Instructions)

 IN, HC

Includes shares of Class A Common Stock of Issuer issuable upon the conversion (a) 2,611,703 shares of Class B Common Stock held by SunTx Partners II, (b) 1,308,407 shares of Class B Common Stock held by SunTx Partners Dutch LP, and (c) 674 shares of Class B Common Stock held by SunTx Capital II Management. Also includes (y) 5,667 restricted shares of Class A common stock granted to Mr. Matteson under the Incentive Plan, which will vest on January 1, 2025, and (z) 400,715 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock held by AMDG Associates Limited Partnership, a limited partnership controlled by Mr. Matteson.

Includes, as a result of the execution of a voting agreement, (a) 42,999 shares of Class A Common Stock held by N. Nelson Fleming, IV, (b) 88,735 shares of Class A Common Stock issuable upon the conversion of 88,735 shares of Class B Common Stock held by N. Nelson Fleming, IV, (c) 241,008 shares of Class A Common Stock issuable upon the conversion of 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust, and (d) 134,582 shares of Class A Common Stock issuable upon the conversion of 134,582 shares of Class B Common Stock held by a limited liability company for which Ned N. Fleming, IV serves as co-manager.

Includes shares of Class A Common Stock of Issuer issuable upon the conversion (a) 2,611,703 shares of Class B Common Stock held by SunTx Partners II, (b) 1,308,407 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) 88,735 shares of Class B Common Stock held by N. Nelson Fleming, IV, (e) 241,008 shares of Class B Common Stock held by the Ned N. Fleming, IV 2013 Trust and (f) 134,582 shares of Class B Common Stock held by a limited liability company for which Ned N. Fleming, IV serves as co-manager. Also includes (y) 5,667 restricted shares of Class A Common Stock granted to Mr. Matteson under the Incentive Plan, which will vest on January 1, 2025, and (z) 400,715 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock held by AMDG Associates Limited Partnership, a limited partnership controlled by Mr. Matteson.

Calculated based on (a) 47,003,075 shares of Class A Common Stock outstanding as of November 12, 2024 based on information made available by the Issuer and (b) an aggregate of 4,785,824 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.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if None, Residence:

Citizenship:

SunTx Capital II Management is a Texas corporation;

SunTx Partners II GP is a Texas limited partnership;

SunTx Partners II is a Delaware limited partnership;

SunTx Partners Dutch LP is a Delaware limited partnership;

Mr. Fleming is a citizen of the United States;

Mr. Jennings is a citizen of the United States; and

Mr. Matteson is a citizen of the United States.

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership of Five Percent or Less of a Class:

Ownership of More than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

/s/ Ned N. Fleming, III

/s/ Ned N. Fleming, III

/s/ Ned N. Fleming, III

/s/ Ned N. Fleming, III

/s/ Ned N. Fleming, III

/s/ Craig Jennings

/s/ Mark R. Matteson