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
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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