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).
1. Name and Address of Reporting Person*
CRIBBS RICHARD B

(Last) (First) (Middle)
400 BIRMINGHAM HIGHWAY

(Street)
CHATTTANOOGA TN 37419

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COVENANT TRANSPORTATION GROUP INC [ CVTI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP AND CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/29/2016
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)
Code V Amount (A) or (D) Price
Class A Common Stock 02/29/2016 M 2,500 A $12.79 57,821 D
Class A Common Stock 02/29/2016 S (1) 2,500 (1) D $21.9443 55,321 D
Class A Common Stock 02/29/2016 F (2) 1,494 (2) D $22.16 53,827 D
Class A Common Stock 7,878 (3) I 401(k)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right-to-Buy) $12.79 02/29/2016 M 2,500 05/23/2009 (4) 05/23/2016 Class A Common Stock 2,500 $0 0 D
Explanation of Responses:
1. Exercise and sale pursuant to broker-assisted cashless exercise.
2. Represents the number of shares deemed withheld to satisfy tax withholding obligations upon vesting of restricted stock granted to the reporting person.
3. The number of shares beneficially owned is equal to the reporting person's February 29, 2016, account balance in the employer stock fund under the issuer's 401(k) plan, divided by the closing price on February 29, 2016. The plan is unitized and as such does not itself allocate a specific number of shares to each participant.
4. The option to purchase 2,500 shares of Class A common stock was exercisable between May 23, 2007 and May 23, 2009, at the rate of one-third per year.
Remarks:
/s/ Richard B. Cribbs, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC. 03/02/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.