Ridgemont Equity Management III, LLC - Aug 2, 2024 Form 4 Insider Report for FORWARD AIR CORP (FWRD)

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
Aug 2, 2024
Transactions value $
$0
Form type
4
Date filed
8/12/2024, 09:16 PM
Previous filing
Feb 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FWRD Common Stock Conversion of derivative security $0 +614K +172.93% $0.00 969K Aug 2, 2024 See footnotes. F1, F2, F7
transaction FWRD Common Stock Conversion of derivative security $0 +176K +172.93% $0.00 278K Aug 2, 2024 See footnotes. F1, F3, F7
transaction FWRD Common Stock Conversion of derivative security $0 +420K +172.93% $0.00 663K Aug 2, 2024 See footnotes. F1, F4, F7
holding FWRD Common Stock 451 Aug 2, 2024 See footnotes. F5, F7
holding FWRD Common Stock 451 Aug 2, 2024 See footnotes. F6, F7

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
transaction FWRD Opco Class B Units Conversion of derivative security $0 +1.99M +172.93% $0.00 3.15M Aug 2, 2024 Common Stock 1.99M $0.00 See footnotes. F8, F9, F11
transaction FWRD Opco Class B Units Conversion of derivative security $0 +24.9K +172.94% $0.00 39.3K Aug 2, 2024 Common Stock 24.9K $0.00 See footnotes. F8, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects the automatic conversion of Series C Preferred Units into an equivalent number of shares of Common Stock upon receipt of approval from the Issuer's shareholders at their annual meeting held on June 3, 2024.
F2 These shares of Common Stock are held directly by REP Coinvest III-A Omni, L.P.
F3 These shares of Common Stock are held directly by REP Coinvest III-B Omni, L.P.
F4 These shares of Common Stock are held directly by REP FAOM III-S, LP.
F5 These shares of Common Stock are held directly by Charles Leonard Anderson. Charles Leonard Anderson has disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F6 These shares of Common Stock are held directly by Robert Leon Edwards Jr. Robert Leon Edwards Jr has disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F7 These shares of Common Stock may be deemed to be indirectly beneficially owned by (i) REP Omni Holdings, L.P, (ii) REP Omni Holdings GP, LLC, as General Partner of REP Omni Holdings, L.P., (iii) REP Coinvest III-A Omni, L.P., (iv) REP Coinvest III-B Omni, L.P., (v) REP FAOM III-S, L.P., (vi) 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., (vii) Ridgemont Equity Management III, L.P. as General Partner of REP FAOM III-S, LP, (viii) Ridgemont Equity Partners Affiliates III L.P, (ix) Ridgemont Equity Management III, LLC as General Partner of REP Coinvest III Omni GP, LLC, General Partner of Ridgemont Equity Management III, L.P., and General Partners of Ridgemont Equity Partners Affiliates III, L.P., (x) Charles Leonard Anderson, and (xi) Robert Leon Edwards Jr.
F8 Reflects the automatic conversion of Opco Series C-2 Preferred Units into an equivalent number of Opco Class B Units and Series B Preferred Units upon receipt of approval from the Issuer's shareholders at their annual meeting held on June 3, 2024. Opco Class B Units are paired with an equivalent number of Series B Preferred Units and together are convertible into shares of Common Stock of the Issuer on a one-for-one basis (one Class B Unit and one Series B Preferred Unit for one share of Common Stock) 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 Series B Preferred Units and (2) limited to no more than two exchange exercises per calendar quarter per holder.
F9 These Opco Class B Units and a corresponding number of Series B. Preferred Units are held directly by REP Omni Holdings, LP.
F10 These Opco Class B Units and a corresponding number of Series B. Preferred Units are held directly by Ridgemont Equity Partners Affiliates III, L.P.
F11 The Opco Class B Units and the corresponding Series B. Preferred Units may be deemed to be indirectly beneficially owned by (i) REP Omni Holdings, L.P, (ii) REP Omni Holdings GP, LLC, as General Partner of REP Omni Holdings, L.P., (iii) REP Coinvest III-A Omni, L.P., (iv) REP Coinvest III-B Omni, L.P., (v) REP FAOM III-S, L.P., (vi) 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., (vii) Ridgemont Equity Partners Affiliates III L.P, (viii) Ridgemont Equity Management III, L.P. as General Partner of REP FAOM III-S, LP and General Partner of Ridgemont Equity Partners Affiliates III L.P, (ix) Ridgemont Equity Management III, LLC as Sole Member of REP Omni Holdings GP, LLC, Sole Member of REP Coinvest III Omni GP, LLC, and General Partner of Ridgemont Equity Management III, L.P., (x) Charles Leonard Anderson, and (xi) 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.