Robert Leon Edwards Jr - Feb 23, 2024 Form 4 Insider Report for FORWARD AIR CORP (FWRD)

Role
Director
Signature
/s/ Michael L. Hance, Attorney-in-Fact
Stock symbol
FWRD
Transactions as of
Feb 23, 2024
Transactions value $
$0
Form type
4
Date filed
2/29/2024, 09:47 PM
Previous filing
Feb 5, 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 Direct F1, F2, F3
transaction FWRD Common Stock Award $0 +451 $0.00 451 Feb 23, 2024 See footnotes. F3, F4, F5
holding FWRD Common Stock 355K Feb 23, 2024 See footnotes. F3, F6
holding FWRD Common Stock 102K Feb 23, 2024 See footnotes. F3, F7
holding FWRD Common Stock 243K Feb 23, 2024 See footnotes. F3, 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 the Reporting Person 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. The Reporting Person may be deemed to be a member of a group for purposes of the Securities Exchange Act of 1934, as amended, with Ridgemont Equity Management III, LLC; REP Omni Holdings, L.P.; REP Coinvest III-A Omni, L.P.; REP Coinvest III-B Omni, L.P.; REP FAOM III-S, L.P.; Ridgemont Equity Partners Affiliates III, L.P.; REP Coinvest III Omni GP, LLC; Ridgemont Equity Management III, L.P.; REP Omni Holdings GP, LLC; and Robert Leon Edwards, Jr. (collectively, the Group).
F2 (Continued from footnote 1) The Reporting Person serves on the board of directors of the Issuer as a designee of one or more members of the Group. Pursuant to the policies of the members of the Group and their affiliates, the Reporting Person will be deemed to hold any securities of the Issuer he may receive in connection with his service on the board of directors of the Issuer for the benefit of one or more members of the Group. Accordingly, each of the members of the Group may be deemed to be a "director by deputization" of the Issuer. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F3 Additionally, 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., and (vii) Robert Leon Edwards, Jr. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F4 Represents restricted stock awarded to Robert Leon Edwards, Jr., who is a member of the Group, 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.
F5 These shares of Common Stock are held directly by Robert Leon Edwards, Jr.
F6 These shares of Common Stock are held directly by REP Coinvest III-A Omni, L.P.
F7 These shares of Common Stock are held directly by REP Coinvest III-B Omni, L.P.
F8 These shares of Common Stock are held directly by REP FAOM III-S, L.P.