0000950170-24-008512.txt : 20240129 0000950170-24-008512.hdr.sgml : 20240129 20240129215325 ACCESSION NUMBER: 0000950170-24-008512 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240125 FILED AS OF DATE: 20240129 DATE AS OF CHANGE: 20240129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HODGE MICHAEL B CENTRAL INDEX KEY: 0001995325 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22490 FILM NUMBER: 24575596 MAIL ADDRESS: STREET 1: 1915 SNAPPS FERRY ROAD STREET 2: BUILDING N CITY: GREENVILLE STATE: TN ZIP: 37745 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FORWARD AIR CORP CENTRAL INDEX KEY: 0000912728 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 621120025 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1915 SNAPPS FERRY ROAD STREET 2: BUILDING N CITY: GREENEVILLE STATE: TN ZIP: 37745 BUSINESS PHONE: 4236367000 MAIL ADDRESS: STREET 1: P.O. BOX 1058 CITY: GREENEVILLE STATE: TN ZIP: 37744 FORMER COMPANY: FORMER CONFORMED NAME: LANDAIR SERVICES INC DATE OF NAME CHANGE: 19930928 4 1 ownership.xml 4 X0508 4 2024-01-25 0000912728 FORWARD AIR CORP FWRD 0001995325 HODGE MICHAEL B 1915 SNAPPS FERRY ROAD BUILDING N GREENEVILLE TN 37745 true false false false false Common Stock 10000 D Series B Preferred Units 0.00 2024-01-25 4 A false 1694674 0.00 A Common Stock 1694674 1694674 I By LLC Class B Units 0.00 2024-01-25 4 A false 1694674 0.00 A Common Stock 1694674 1694674 I By LLC Series C-2 Units 0.00 2024-01-25 4 A false 2930614 0.00 A Series B Preferred Units and Class B Units 2930614 2930614 I By LLC 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. 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. 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 2024-01-29