Sec Form 4 Filing - SunTx Capital Management Corp. @ Construction Partners, Inc. - 2018-04-23

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SunTx Capital Management Corp. 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) (Last) (First) (Middle) 5420 LBJ FREEWAY, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 04/23/2018 (Street) DALLAS, TX75240 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 04/23/2018 D 779,648 D 0 I By SunTx CPI Expansion Fund, L.P. ( 4 ) ( 7 ) Common Stock 04/23/2018 D 461,175 D 0 I By SunTx Fulcrum Fund Prime, L.P. ( 5 ) ( 7 ) Common Stock 04/23/2018 D 251,084 D 0 I By SunTx Fulcrum Dutch Investors Prime, L.P. ( 6 ) ( 7 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 1 ) ( 2 ) ( 3 ) 04/23/2018 A 19,647,134 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 19,647,134 ( 1 ) ( 2 ) ( 3 ) 19,647,134 I By SunTx CPI Expansion Fund, L.P. ( 4 ) ( 7 ) Class B Common Stock ( 1 ) ( 2 ) ( 3 ) 04/23/2018 A 11,621,610 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 11,621,610 ( 1 ) ( 2 ) ( 3 ) 11,621,610 I By SunTx Fulcrum Fund Prime, L.P. ( 5 ) ( 7 ) Class B Common Stock ( 1 ) ( 2 ) ( 3 ) 04/23/2018 A 6,327,316 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 6,327,316 ( 1 ) ( 2 ) ( 3 ) 6,327,316 I By SunTx Fulcrum Dutch Investors Prime, L.P. ( 6 ) ( 7 ) Class B Common Stock ( 1 ) ( 2 ) ( 3 ) 05/08/2018 S 1,155,008 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 1,155,008 $ 11.16 ( 8 ) 18,492,126 I By SunTx CPI Expansion Fund, L.P. ( 4 ) ( 7 ) Class B Common Stock ( 1 ) ( 2 ) ( 3 ) 05/08/2018 S 683,206 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 683,206 $ 11.16 ( 8 ) 10,938,404 I By SunTx Fulcrum Fund Prime, L.P. ( 5 ) ( 7 ) Class B Common Stock ( 1 ) ( 2 ) ( 3 ) 05/08/2018 S 371,968 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 371,968 $ 11.16 ( 8 ) 5,955,348 I By SunTx Fulcrum Dutch Investors Prime, L.P. ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SunTx Capital Management Corp. 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X X SunTX CPI Expansion Fund GP, L.P. 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X X SUNTX CAPITAL PARTNERS L P 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X X SunTx CPI Expansion Fund LP 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X X SunTx Fulcrum Fund Prime, L.P. 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X X SunTx Fulcrum Dutch Investors Prime, L.P. 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X X Fleming Ned N III 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X X Jenni ngs Craig 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X X Matteson Mark R 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X X Signatures SUNTX CAPITAL MANAGEMENT CORP., Name: /s/ Ned N. Fleming, III, Title: Director 05/10/2018 Signature of Reporting Person Date SUNTX CPI EXPANSION FUND GP, L.P., By: SunTx Capital Management Corp, its general partner, Name: /s/ Ned N. Fleming, III, Title: Director 05/10/2018 Signature of Reporting Person Date SUNTX CAPITAL PARTNERS L.P., By: SunTx Capital Management Corp., its general partner, Name: /s/ Ned N. Fleming, III, Title: Director 05/10/2018 Signature of Reporting Person Date 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 05/10/2018 Signature of Reporting Person Date 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 05/10/2018 Signature of Reporting Person Date 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 05/10/2018 Signature of Reporting Person Date NED N. FLEMING, III, Name: /s/ Ned N. Fleming, III 05/10/2018 Signature of Reporting Person Date CRAIG JENNINGS, Name: /s/ Craig Jennings 05/10/2018 Signature of Reporting Person Date MARK R. MATTESON, Name: /s/ Mark R. Matteson 05/10/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 23, 2018, Construction Partners, Inc. (the "Issuer") amended and restated its certificate of incorporation to effectuate a dual class common stock structure consisting of the Issuer's Class A Common Stock, par value $0.001 per share ("Class A Common Stock") and the Issuer's Class B Common Stock, par value $0.001 per share ("Class B Common Stock"), as a result of which each share of the Issuer's Common Stock, par value $0.001 per share, automatically and without any action on the part of the holders thereof, was reclassified and changed into approximately 25.2 shares of the Issuer's Class B Common Stock so that all of the Issuer's equity holders became the holders of Class B Common Stock (the "Reclassification"). The Reclassification was approved by the Issuer's Board of Directors in advance of the Reclassification. ( 2 )(Continued from Footnote 1) Each share of Class B Common Stock of the Issuer is convertible at any time at the option of the holder thereof into one share of Class A Common Stock of the Issuer. 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. Further, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any transfer, whether or not for value, except upon certain transfers described in the Issuer's amended and restated certificate of incorporation. The shares of Class B Common Stock reported as sold in this Form 4 automatically converted into shares of Class A Common Stock when transferred to the buyer. 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. ( 3 )(Continued from Footnote 2) 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. ( 4 )These securities of the Issuer are or were directly held by SunTx CPI Expansion Fund, L.P. ("SunTx Expansion Fund"). The general partner of SunTx Expansion Fund is SunTx CPI Expansion Fund GP, L.P. ("SunTx Expansion GP"). ( 5 )These securities of the Issuer are or were 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"). ( 6 )These securities of the Issuer are or were directly held by SunTx Fulcrum Dutch Investors Prime, L.P. ("SunTx Fulcrum Dutch Fund", and together with SunTx Expansion Fund and SunTx Fulcrum Fund, the "SunTx Funds"). The general partner of SunTx Fulcrum Dutch Fund is SunTx Partners GP. ( 7 )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 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. ( 8 )This sales price takes into account the $0.84 per share amount of underwriting discounts and commissions for these sales to the underwriters of the Issuer's initial public offering.

Remarks: Each of Ned N. Fleming, III, Craig Jennings and Mark R. Matteson serves on the Board of Directors of Construction Partners, Inc. (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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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