Michael B. Hodge - Jul 9, 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
Jul 9, 2024
Transactions value $
$0
Form type
4
Date filed
7/11/2024, 09:19 PM
Previous filing
Jun 4, 2024
Next filing
Aug 6, 2024

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 Series B Preferred Units Other $0 +21.8K +6.98% $0.00 334K Jul 9, 2024 Common Stock 21.8K $0.00 By LLC F1, F2
transaction FWRD Class B Units Other $0 +21.8K +6.98% $0.00 334K Jul 9, 2024 Common Stock 21.8K $0.00 By LLC F3, F4
transaction FWRD Series C-2 Units Other $0 +37.7K +6.98% $0.00 578K Jul 9, 2024 Class B Units 37.7K $0.00 By LLC F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects 21,788 Series B Preferred Units acquired by EVE Omni Investor, LLC (the "LLC") pursuant to a transfer from J.S. International Shipping Corp. (the "Series B Transfer"). The Series B Transfer was effective as of July 9, 2024 and made pursuant to a certain profit sharing agreement between the LLC and J.S. International Shipping Corp.
F2 Represents Series B Preferred Units held by the LLC. Series B Preferred Units and corresponding Opco Class B Units are exchangeable at the option of the holder into shares of the Issuer's common stock. The Series B Preferred Units do not have an expiration date. The reporting person is the manager of the LLC. The reporting person disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein.
F3 Reflects 21,788 Opco Class B Units acquired by the LLC pursuant to a transfer from J.S. International Shipping Corp. (the "Opco Class B Transfer"). The Opco Class B Transfer was effective as of July 9, 2024 and made pursuant to a certain profit sharing agreement between the LLC and J.S. International Shipping Corp.
F4 Represents Opco Class B Units held by the LLC. Series B Preferred Units and corresponding Opco Class B Units are exchangeable into shares of the Issuer's common stock. The Opco Class B Units do not have an expiration date. The reporting person is the manager of the LLC. The reporting person disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein.
F5 Reflects 37,678 Opco Series C-2 Units acquired by the LLC pursuant to a transfer from J.S. International Shipping Corp. (the "Opco Series C-2 Transfer"). On June 3, 2024, in accordance with the applicable rules of the Nasdaq Stock Market LLC, the Issuer's shareholders approved the conversion of the Opco Series C-2 Units into Series B Preferred Units and corresponding Opco Class B Units (which together are exchangeable into the Issuer's common stock). The Opco Series C-2 Transfer was effective as of July 9, 2024 and made pursuant to a certain profit sharing agreement between the LLC and J.S. International Shipping Corp.
F6 Represents Opco Series C-2 Units held by the LLC. The Opco Series C-2 Units will automatically convert into a corresponding number of Opco Class B Units and Series B Preferred Units upon receipt of approval from the Issuer's shareholders. The Opco Series C-2 Units do not have an expiration date. The reporting person is the manager of the LLC. The reporting person disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein.