Ridgemont Equity Management III, LLC - Jan 25, 2024 Form 3 Insider Report for FORWARD AIR CORP (FWRD)

Role
Director, 10%+ Owner
Signature
REP Omni Holdings, LP, By: REP Omni Holdings GP, LLC, its General Partner, By: /s/ Edward Balogh, Authorized Signatory
Stock symbol
FWRD
Transactions as of
Jan 25, 2024
Transactions value $
$0
Form type
3
Date filed
2/5/2024, 09:46 PM
Next filing
Feb 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding FWRD Common Stock 355K Jan 25, 2024 See footnotes. F1, F4
holding FWRD Common Stock 102K Jan 25, 2024 See footnotes. F2, F4
holding FWRD Common Stock 243K Jan 25, 2024 See footnotes. F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding FWRD Opco Class B Units Jan 25, 2024 Common Stock 1.15M $110.00 See footnotes. F5, F6, F8
holding FWRD Opco Class B Units Jan 25, 2024 Common Stock 14.4K $110.00 See footnotes. F5, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares of Common Stock are held directly by REP Coinvest III-A Omni, L.P.
F2 These shares of Common Stock are held directly by REP Coinvest III-B Omni, L.P.
F3 These shares of Common Stock are held directly by REP FAOM III-S, LP.
F4 These shares of Common Stock may be deemed to be indirectly beneficially owned by (i) REP Coinvest III Omni GP, LLC as General Partner of REP Coinvest III-A Omni, L.P. and General Partner of REP Coinvest III-B Omni, L.P., (ii) Ridgemont Equity Management III, L.P. as General Partner of REP FAOM III-S, LP and (iv) Ridgemont Equity Management III, LLC as General Partner of REP Coinvest III Omni GP, LLC and General Partner of Ridgemont Equity Management III, L.P.
F5 The Opco Class B Units are convertible into Common Stock of the Issuer at any time, at the holder's election, and have no expiration date. The right to exchange the units will be (1) subject to any applicable lock-up period to which the rollover holder is subject, customary procedural requirements and, subject to exceptions for exchanging all of a rollover holder's remaining units, minimum exchange amounts of 30,000 Class B Units and (2) limited to no more than two exchange exercises per calendar quarter per holder.
F6 These Opco Class B Units are held directly by REP Omni Holdings, LP.
F7 These Opco Class B Units are held directly by Ridgemont Equity Partners Affiliates III, L.P.
F8 The Opco Class B Units may be deemed to be indirectly beneficially owned by (i) REP Omni Holdings GP, LLC as General Partner of REP Omni Holdings, LP, (ii) Ridgemont Equity Management III, L.P. as General Partner of Ridgemont Equity Partners Affiliates III, L.P., and (iv) Ridgemont Equity Management III, LLC as General Partner of REP Omni Holdings GP, LLC and General Partner of Ridgemont Equity Management III, L.P.

Remarks:

The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group except to the extent of its pecuniary interest therein. In addition, Charles Leonard Anderson and Robert Leon Edwards, Jr. may be deemed to be members of such "group" upon their receipt of Issuer securities. Mr. Anderson and Mr. Edwards each serve on the board of directors of Issuer as a designee of one or more members of the group. Pursuant to the policies of the reporting persons and their affiliates, Mr. Anderson and Mr. Edwards will be deemed to hold any securities of the Issuer they may receive in connection with their service on the board of directors of the Issuer for the benefit of one or more members of the group. Accordingly, each of the reporting persons herein may be deemed to be a "director by deputization" of the Issuer.