Ridgemont Equity Management III, LLC - Feb 23, 2024 Form 4 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
Feb 23, 2024
Transactions value $
$0
Form type
4
Date filed
2/27/2024, 07:05 PM
Previous filing
Feb 5, 2024
Next filing
Aug 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FWRD Common stock Award $0 +451 $0.00 451 Feb 23, 2024 See footnotes. F1, F3, F8
transaction FWRD Common stock Award $0 +451 $0.00 451 Feb 23, 2024 See footnotes. F2, F4, F8
holding FWRD Common stock 355K Feb 23, 2024 See footnotes. F5, F8
holding FWRD Common stock 102K Feb 23, 2024 See footnotes. F6, F8
holding FWRD Common stock 243K Feb 23, 2024 See footnotes. F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents restricted stock awarded to Charles Leonard Anderson under the Forward Air Corporation Amended and Restated Non-Employee Director Stock Plan in a transaction exempt from Section 16(b) under Rule 16b-3. The stock fully vests on the earlier of (a) the day immediately prior to the first Annual Meeting that occurs after the grant date or (b) the first anniversary of the grant date.
F2 Represents restricted stock awarded to Robert Leon Edwards Jr. under the Forward Air Corporation Amended and Restated Non-Employee Director Stock Plan in a transaction exempt from Section 16(b) under Rule 16b-3. The stock fully vests on the earlier of (a) the day immediately prior to the first Annual Meeting that occurs after the grant date or (b) the first anniversary of the grant date.
F3 These shares of Common Stock are held directly by Charles Leonard Anderson.
F4 These shares of Common Stock are held directly by Robert Leon Edwards Jr.
F5 These shares of Common Stock are held directly by REP Coinvest III-A Omni, L.P.
F6 These shares of Common Stock are held directly by REP Coinvest III-B Omni, L.P.
F7 These shares of Common Stock are held directly by REP FAOM III-S, L.P.
F8 These shares of Common Stock may be deemed to be indirectly beneficially owned by (i) REP Coinvest III-A Omni, L.P., (ii) REP Coinvest III-B Omni, L.P., (iii) REP FAOM III-S, L.P., (iv) 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., (v) Ridgemont Equity Management III, L.P. as General Partner of REP FAOM III-S, LP, (vi) 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., (vii) Charles Leonard Anderson, and (viii) Robert Leon Edwards Jr.

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. are deemed to be members of such "group." 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.