Sec Form 4 Filing - SunTx Capital Management Corp. @ Construction Partners, Inc. - 2022-12-07

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 12/07/2022 (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 Class A Common Stock( 1 ) 29,731( 2 ) D( 3 ) Class A Common Stock 30,731( 4 ) D( 5 ) Class A Common Stock 157,075( 6 ) D( 7 ) Class A Common Stock 4,000 I By spouse of Ned N. Fleming, III Class A Common Stock 37,248 I By SunTx Fulcrum Fund Prime, L.P.( 8 )( 9 )( 10 )( 11 ) Class A Common Stock 428,817 I By SunTx Capital Partners II, L.P.( 8 )( 9 )( 10 )( 12 ) Class A Common Stock 234,247 I By SunTx Capital Partners II Dutch Investors, L.P.( 8 )( 9 )( 10 )( 13 )

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 ( 14 ) 12/07/2022 J( 15 ) 104,760 ( 14 ) ( 14 ) Class A Common Stock 104,760 $ 0 310,320 I By SunTx Capital Partners, L.P.( 8 )( 9 )( 10 )( 16 ) Class B Common Stock ( 14 ) ( 14 ) ( 14 ) Class A Common Stock 2,452,414 2,452,414 I By SunTx Capital Partners II, L.P.( 8 )( 9 )( 10 )( 12 ) Class B Common Stock ( 14 ) ( 14 ) ( 14 ) Class A Common Stock 1,227,590 1,227,590 I By SunTx Capital Partners II Dutch Investors, L.P.( 8 )( 9 )( 10 )( 13 ) Class B Common Stock ( 14 ) ( 14 ) ( 14 ) Class A Common Stock 1,700,199 1,700,199 I By Malachi Holdings Limited Partnership( 17 ) Class B Common Stock ( 14 ) ( 14 ) ( 14 ) Class A Common Stock 8,433 8,433 I By SunTx Capital Savings Plan, FBO Ned N. Fleming, III( 18 ) Class B Common Stock ( 14 ) ( 14 ) ( 14 ) Class A Common Stock 1,613,061 1,613,061 I By SunTx Fulcrum Fund Prime, L.P.( 8 )( 9 )( 10 )( 11 ) Class B Common Stock ( 14 ) ( 14 ) ( 14 ) Class A Common Stock 553,088 553,088 I By SunTx Fulcrum Dutch Investors Prime, L.P.( 8 )( 9 )( 10 )( 19 ) Class B Common Stock ( 14 ) ( 14 ) ( 14 ) Class A Common Stock 441,779 441,779 I By CJCT Associates Limited Partnership( 20 ) Class B Common Stock ( 14 ) ( 14 ) ( 14 ) Class A Common Stock 615,472 615,472 I By AMDG Associates Limited Partnership( 21 ) Class B Common Stock ( 14 ) ( 14 ) ( 14 ) Class A Common Stock 2,695 2,695 D( 7 ) Class B Common Stock ( 14 ) ( 14 ) ( 14 ) Class A Common Stock 272 272 I By Boyle Fleming & Co. Inc.( 22 ) Class B Common Stock ( 14 ) ( 14 ) ( 14 ) Class A Common Stock 674 674 I By SunTx Capital II Management Corp.( 8 )( 9 )( 10 )( 23 )

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 Fleming Ned N III 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X X Jennings Craig 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X Matteson Mark R 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X SunTx Fulcrum Fund Prime, 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 Fulcrum Dutch Investors Prime, L.P. 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X X SUNTX CAPITAL PARTNERS II LP 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X X SUNTX CAPITAL PARTNERS II DUTCH INVESTORS LP 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X X SunTx Capital II Management Corp. 5420 LBJ FREEWAY, SUITE 1000 DALLAS, TX75240 X Signatures NED N. FLEMING, III, /s/ Ned N. Fleming, III 12/09/2022 Signature of Reporting Person Date CRAIG JENNINGS, /s/ Craig Jennings 12/09/2022 Signature of Reporting Person Date MARK R. MATTESON, /s/ Mark R. Matteson 12/09/2022 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, By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director 12/09/2022 Signature of Reporting Person Date SUNTX CAPITAL PARTNERS, L.P., By: SunTx Capital Management Corp., its general partner, By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director 12/09/2022 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, By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director 12/09/2022 Signature of Reporting Person Date SUNTX CAPITAL MANAGEMENT CORP., By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director 12/09/2022 Signature of Reporting Person Date SUNTX CAPITAL PARTNERS II, L.P., By: SunTx Capital Partners II GP, L.P., its general partner, By: SunTx Capital II Management Corp., its general partner, By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director 12/09 /2022 Signature of Reporting Person Date SUNTX CAPITAL PARTNERS II DUTCH INVESTORS, L.P., By: SunTx Capital Partners II GP, L.P., its general partner, By: SunTx Capital II Management Corp., its general partner, By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director 12/09/2022 Signature of Reporting Person Date SUNTX CAPITAL II MANAGEMENT CORP., By: /s/ Ned N. Fleming, III, Name: Ned N. Fleming, III, Title: Director 12/09/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by Ned N. Fleming, III, Craig Jennings, Mark R. Matteson, SunTx Fulcrum Fund Prime, L.P. ("SunTx Fulcrum Fund"), SunTx Capital Partners, L.P. ("SunTx Partners GP"), SunTx Fulcrum Dutch Investors Prime, L.P. ("SunTx Fulcrum Dutch Fund"), SunTx Capital Management Corp. ("SunTx Capital Management"), 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"). ( 2 )Includes 17,000 restricted shares of Class A common stock of the Issuer granted to Craig Jennings under the Construction Partners, Inc. 2018 Equity Incentive Plan of which 11,333 shares will vest on January 1, 2024, and 5,667 shares will vest on January 1, 2025. ( 3 )Securities held directly by Craig Jennings. ( 4 )Includes 17,000 restricted shares of Class A common stock of the Issuer granted to Mark R. Matteson under the Construction Partners, Inc. 2018 Equity Incentive of which 11,333 shares will vest on January 1, 2024, and 5,667 shares will vest on January 1, 2025. ( 5 )Securities held directly by Mark R. Matteson. ( 6 )Includes 42,500 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 of which 28,333 shares will vest on January 1, 2024, and 14,167 shares will vest on January 1, 2025. ( 7 )Securities held directly by Ned N. Fleming, III. ( 8 )The general partner of each of SunTx Fulcrum Fund and SunTx Fulcrum Dutch Fund is SunTx Partners GP. The general partner of SunTx Partners GP is SunTx Capital Management. The general partner of each of SunTx Partners II and SunTx Partners Dutch LP (SunTx Partners Dutch LP, SunTx Fulcrum Fund, SunTx Fulcrum Dutch Fund, and SunTx Partners II are collectively 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, SunTx Partners GP, SunTx Capital Management, and SunTx Partners II GP, are referred to herein as the "SunTx Group"). ( 9 )(Continued from Footnote 8) Mr. Fleming, a director of the Issuer, is the sole shareholder and director of SunTx Capital Management and the majority shareholder and sole director of SunTx Capital II Management. Mr. Jennings and Mr. Matteson, each a director of the Issuer, are each executive officers of SunTx Capital Management and shareholders of SunTx Capital II Management. Mr. Fleming, Mr. Jennings, and Mr. Matteson may each be deemed to beneficially own securities of the Issuer held by certain entities in the SunTx Group, and each of SunTx Partners GP, SunTx Capital Management, SunTx Partners II GP, and SunTx Capital II Management may be deemed to beneficially own securities of the Issuer held by certain entities of the SunTx Funds. ( 10 )(Continued from Footnote 9) 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 (the "Exchange Act"), or for any other purpose. ( 11 )These securities of the Issuer are directly held by SunTx Fulcrum Fund. ( 12 )These securities of the Issuer are directly held by SunTx Partners II. ( 13 )These securities of the Issuer are directly held by SunTx Partners Dutch LP. ( 14 )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 (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. ( 15 )SunTx Partners GP distributed these shares for no consideration. ( 16 )These securities of the Issuer are directly held by SunTx Partners GP. ( 17 )These securities of the Issuer are directly held by Malachi Holdings Limited Partnership, a limited partnership controlled by Ned N. Fleming, III. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such limited partnership. 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. ( 18 )These securities of the Issuer are directly held by SunTx Capital Savings Plan, FBO Ned N. Fleming, III, a 401(k) account for the benefit of Ned N. Fleming, III. ( 19 )These securities of the Issuer are directly held by SunTx Fulcrum Dutch Fund. ( 20 )These securities of the Issuer are directly held by CJCT Associates Limited Partnership, a limited partnership controlled by Craig Jennings. Mr. Jennings may be deemed to beneficially own securities of the Issuer held by such limited partnership. Mr. Jennings 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. Jennings is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose. ( 21 )These securities of the Issuer are directly held by AMDG Associates Limited Partnership, a limited partnership controlled by Mark R. Matteson. Mr. Matteson may be deemed to beneficially own securities of the Issuer held by such limited partnership. Mr. Matteson 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. Matteson is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose. ( 22 )These securities of the Issuer are directly held by Boyle Fleming & Co. Inc., a corporation controlled by Ned N. Fleming, III. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such corporation. 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. ( 23 )These securities of the Issuer are directly held by SunTx Capital II Management.

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 Exchange Act, 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.