Fleming Trust Amends Construction Partners Stake

TL;DR

Fleming Trust updated its 13D filing for CP - check for changes in ownership/strategy.

AI Summary

Ned N. Fleming, IV, through the 2013 Trust, has filed an amendment (Amendment No. 1) to their Schedule 13D for Construction Partners, Inc. The filing, dated May 24, 2024, indicates a change in the reporting person's holdings or intentions regarding the company's Class A Common Stock. The specific details of the change in beneficial ownership or the reasons for the amendment are not fully elaborated in the provided text, but it signifies an update to their previous filing.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of Construction Partners, Inc., which could influence its stock performance and corporate governance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's position, which can lead to increased volatility.

Key Numbers

• 0001193125-24-147311 — Accession Number (Unique identifier for the SEC filing)
• 20240524 — Filing Date (Date the amendment was filed with the SEC)

Key Players & Entities

• Ned N. Fleming, IV (person) — Reporting Person
• 2013 Trust (company) — Filing Entity
• Construction Partners, Inc. (company) — Subject Company
• 21044C107 (dollar_amount) — CUSIP Number
• Greg R. Samuel (person) — Attorney for Reporting Person
• Haynes and Boone, LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $0.001 — suer) Class A Common Stock, par value $0.001 per share (Title of Class of Securiti

Filing Documents

• d838284dsc13da.htm (SC 13D/A) — 60KB
• d838284dex996.htm (EX-99.6) — 53KB
• 0001193125-24-147311.txt ( ) — 114KB

is hereby amended and supplemented as follows

Item 3 is hereby amended and supplemented as follows: On August 11, 2020, a limited liability company for which Ned N. Fleming, IV serves as co-manager, and, in such capacity, shares the power to vote and direct the disposition such shares, acquired 134,582 shares of Class B Common Stock. On December 29, 2021, Mr. Fleming received a grant of 2,625 PSUs. The performance criteria for such PSUs were partially met, which resulted in the issuance of 2,264 shares of Class A Common Stock on December 13, 2023, of which 667 shares were subsequently surrendered to the Issuer to satisfy tax withholding obligations upon vesting of the PSUs. On December 13, 2023, Mr. Fleming received a grant of 503 restricted shares of Class A Common Stock, all of which vested upon issuance, and 149 of which were subsequently surrendered to the Issuer to satisfy tax withholding obligations upon vesting of such shares. On December 13, 2023, Mr. Fleming received a grant of 1,218 restricted shares of Class A Common Stock. The shares of Class A Common Stock vest in one-fourth installments on each of September 30, 2024, 2025, 2026 and 2027. The information set forth in Item 4 of this Amendment is incorporated by reference in this Item 3. Item4. Purpose of Transaction

is hereby amended and supplemented as follows

Item 4 is hereby amended and supplemented as follows: The information set forth in Item 3 of this Amendment is incorporated by reference in this Item 4. On May 22, 2024, the Issuer entered into an Exchange Agreement (the Exchange Agreement), by and among the Issuer, Ned N. Fleming, III, Fred J. (Jule) Smith, III, the Fleming Family Management Trust (the Fleming Family Trust), the Michael H. McKay Trust dated April 1, 2008 (the McKay Trust), Mr. Fleming, SunTx Capital Partners II, LP (SunTx Partners II), SunTx Capital Partners II Dutch Investors, LP (SunTx Partners Dutch LP) and Grace, Ltd., pursuant to which the foregoing parties consummated the following transactions (collectively, the Exchanges): (i) Ned N. Fleming, III exchanged 142,907 shares of Class A Common Stock with the Issuer for 142,907 newly issued shares of Class B Common Stock; (ii) Fred J. (Jule) Smith, III exchanged 28,343 shares of Class A Common Stock with the Issuer for 28,343 newly issued shares of Class B Common Stock; (iii) the Fleming Family Trust exchanged 4,000 shares of Class A Common Stock with the Issuer for 4,000 newly issued shares of Class B Common Stock; (iv) the McKay Trust exchanged 33,099 shares of Class A Common Stock with the Issuer for 33,099 newly issued shares of Class B Common Stock; (v) Mr. Fleming exchanged 1,545 shares of Class A Common Stock with the Issuer for 1,545 newly issued shares of Class B Common Stock; (vi) SunTx Partners II exchanged 26,607 shares of Class A Common Stock with the Issuer for 26,607 newly issued shares of Class B Common Stock; (vii) SunTx Partners Dutch LP exchanged 13,499 shares of Class A Common Stock with the Issuer for 13,499 newly issued shares of Class B Common Stock and (viii) Grace, Ltd. exchanged 250,000 shares of Class B Common Stock with the Issuer for 250,000 newly issued shares of Class A Common Stock. Following the completion of the Exchanges, the total number of shares of Class A Common Stock and total number of shares of Clas

is hereby amended and restated in its entirety as follows

Item 5 is hereby amended and restated in its entirety as follows: The information contained in rows 7, 8, 9, 10, 11, and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2 and 4 of this Schedule 13D is incorporated by reference in its entirety in this Item 5. (a)-(b) By virtue of the Voting Agreement described in Item 4 of this Schedule 13D and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a group with SunTx and its affiliates within the meaning of Section 13(d) of the Act. Based in part on information provided by or on behalf of the Issuer, as of May 22, 2024, such a group would be deemed to beneficially own 7,583,751 shares of Class A Common Stock (including 7,152,781 shares of Class A Common Stock issuable upon conversion of the same number of shares of Class B Common Stock), representing 14.9% of the total number of shares of Class A Common Stock outstanding, or 53.8% of the total voting power of the Issuer, based on (i) 43,828,855 shares of Class A Common Stock outstanding and (ii) an aggregate of 7,152,781 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock. Holders of Class B Common Stock are entitled to ten (10) votes per share, compared to one (1) vote per share of Class A Common Stock, with respect to all matters on which common stockholders of the Issuer generally are entitled to vote. The Reporting Persons expressly disclaim beneficial ownership over any shares of Class B Common Stock of the Issuer that they may be deemed to beneficially own solely by reason of the Voting Agreement. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement that

is hereby amended and supplemented as follows

Item 6 is hereby amended and supplemented as follows: All of the information set forth in Items 3, 4, and 5 of this Amendment is hereby incorporated herein by reference in this Item 6. Item7. Material to be Filed as Exhibits

is

Item 7 is hereby amended and restated in its entirety as follows: The following exhibits are filed as exhibits hereto: 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on August 11, 2023). 99.2 Voting Agreement dated August 1, 2023, by and among Ned N. Fleming, IV, Ned N. Fleming, IV 2013 Trust, SunTx Capital Management Corp. and SunTx Capital II Management Corp. (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed by the Reporting Persons on August 11, 2023). 99.3 Form of Restricted Stock Award under the Construction Partners, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 (File No. 333-224174) filed on April 6, 2018). 99.4 Form of Performance Stock Unit Award Agreement under the Construction Partners, Inc. 2018 Equity Incentive Plan (Revenue Growth Rate and ROCE Vesting Criteria) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38479) filed on January 5, 2022). 99.5 Form of Performance Stock Unit Award Agreement under the Construction Partners, Inc. 2018 Equity Incentive Plan (Revenue Growth Rate and Adjusted EBITDA Margin Vesting Criteria) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38479) filed on November 9, 2022). 99.6 Exchange Agreement, dated May 22, 2024, by and among Construction Partners, Inc., Ned N. Fleming, III, Fred J. (Jule) Smith, III, The Fleming Family Management Trust, The Michael H. McKay Trust dated April 1, 2008, Ned N. Fleming, IV, SunTx Capital Partners II, LP, SunTx Capital Partners II Dutch Investors, LP and Grace, Ltd. (filed herewith).

SIGNATURES

SIGNATURES 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. Date: May 24, 2024 /s/ Ned N. Fleming, IV NED N. FLEMING, IV NED N. FLEMING, IV 2013 TRUST By: /s/ Ned N. Fleming, IV Name: Ned N. Fleming, IV Title: Trustee

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View this SC 13D/A filing on SEC EDGAR