Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HODGE MICHAEL B

(Last)

(First)

(Middle)

1915 SNAPPS FERRY ROAD

BUILDING N

(Street)

GREENEVILLE

37745

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FORWARD AIR CORP [ FWRD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								10,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Units	$0.00	01/25/2024		A⁽¹⁾		1,694,674⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	1,694,674	$0.00	1,694,674	I	By LLC⁽¹⁾
Class B Units	$0.00	01/25/2024		A⁽²⁾		1,694,674⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	1,694,674	$0.00	1,694,674	I	By LLC⁽²⁾
Series C-2 Units	$0.00	01/25/2024		A⁽³⁾		2,930,614⁽³⁾		⁽³⁾	⁽³⁾	Series B Preferred Units and Class B Units	2,930,614	$0.00	2,930,614	I	By LLC⁽³⁾

Explanation of Responses:

1. Represents (i) 1,331,970 Series B Preferred Units received by Omni Investor Holdings, LLC in connection with the merger of the Issuer and Omni Logistics LLC (the "Merger"), and (ii) 362,704 Series B Preferred Units received by EVE Omni Investor, LLC in connection with the Merger. 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 a co-manager of both Omni Investor Holdings, LLC and EVE Omni Investor, LLC. The reporting person disclaims beneficial ownership of the securities held by Omni Investor Holdings, LLC and EVE Omni Investor, LLC, except to the extent of his pecuniary interest therein.

2. Represents (i) 1,331,970 Opco Class B Units in Clue Opco LLC, a subsidiary of the Company ("Opco") received by Omni Investor Holdings, LLC in connection with the Merger, and (ii) 362,704 Opco Class B Units received by EVE Omni Investor, LLC in connection with the Merger. Series B Preferred Units and corresponding Opco Class B Units are exchangeable at into shares of the Issuer's common stock. The Opco Class B Units do not have an expiration date. The reporting person is a co-manager of both Omni Investor Holdings, LLC and EVE Omni Investor, LLC. The reporting person disclaims beneficial ownership of the securities held by Omni Investor Holdings, LLC and EVE Omni Investor, LLC, except to the extent of his pecuniary interest therein.

3. Represents (i) 2,303,338 Opco Series C-2 Units in Opco received by Omni Investor Holdings, LLC in connection with the Merger, and (ii) 627,226 Opco Series C-2 Units received by EVE Omni Investor, LLC in connection with the Merger. 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 reporting person is a co-manager of both Omni Investor Holdings, LLC and EVE Omni Investor, LLC. The Opco Series C-2 Units do not have an expiration date. The reporting person disclaims beneficial ownership of the securities held by Omni Investor Holdings, LLC and EVE Omni Investor, LLC, except to the extent of his pecuniary interest therein.

	/s/ Michael L. Hance, Attorney-in-Fact	01/29/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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