0001628280-24-008100.txt : 20240229 0001628280-24-008100.hdr.sgml : 20240229 20240229214740 ACCESSION NUMBER: 0001628280-24-008100 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240223 FILED AS OF DATE: 20240229 DATE AS OF CHANGE: 20240229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edwards Robert Leon Jr CENTRAL INDEX KEY: 0001329396 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22490 FILM NUMBER: 24706634 MAIL ADDRESS: STREET 1: 100 N. TRYON STREET STREET 2: 25TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28255 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 wk-form4_1709261250.xml FORM 4 X0508 4 2024-02-23 0 0000912728 FORWARD AIR CORP FWRD 0001329396 Edwards Robert Leon Jr 1915 SNAPPS FERRY ROAD BUILDING N GREENEVILLE TN 37745 1 0 0 0 0 Common Stock 2024-02-23 4 A 0 451 0 A 451 D Common Stock 2024-02-23 4 A 0 451 0 A 451 I See footnotes. Common Stock 354957 I See footnotes. Common Stock 101745 I See footnotes. Common Stock 243005 I See footnotes. Represents restricted stock awarded to the Reporting Person under the Forward Air Corporation Amended and Restated Non-Employee Director Stock Plan in a transaction exempt from Section 16(b) under Rule 16b-3. The stock fully vests on the earlier of (a) the day immediately prior to the first Annual Meeting that occurs after the grant date or (b) the first anniversary of the grant date. The Reporting Person may be deemed to be a member of a group for purposes of the Securities Exchange Act of 1934, as amended, with Ridgemont Equity Management III, LLC; REP Omni Holdings, L.P.; REP Coinvest III-A Omni, L.P.; REP Coinvest III-B Omni, L.P.; REP FAOM III-S, L.P.; Ridgemont Equity Partners Affiliates III, L.P.; REP Coinvest III Omni GP, LLC; Ridgemont Equity Management III, L.P.; REP Omni Holdings GP, LLC; and Robert Leon Edwards, Jr. (collectively, the Group). (Continued from footnote 1) The Reporting Person serves on the board of directors of the Issuer as a designee of one or more members of the Group. Pursuant to the policies of the members of the Group and their affiliates, the Reporting Person will be deemed to hold any securities of the Issuer he may receive in connection with his service on the board of directors of the Issuer for the benefit of one or more members of the Group. Accordingly, each of the members of the Group may be deemed to be a "director by deputization" of the Issuer. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Additionally, these shares of Common Stock may be deemed to be indirectly beneficially owned by (i) REP Coinvest III-A Omni, L.P., (ii) REP Coinvest III-B Omni, L.P., (iii) REP FAOM III-S, L.P., (iv) REP Coinvest III Omni GP, LLC as General Partner of REP Coinvest III-A Omni, L.P. and General Partner of REP Coinvest III-B Omni, L.P., (v) Ridgemont Equity Management III, L.P. as General Partner of REP FAOM III-S, LP, (vi) Ridgemont Equity Management III, LLC as General Partner of REP Coinvest III Omni GP, LLC and General Partner of Ridgemont Equity Management III, L.P., and (vii) Robert Leon Edwards, Jr. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Represents restricted stock awarded to Robert Leon Edwards, Jr., who is a member of the Group, under the Forward Air Corporation Amended and Restated Non-Employee Director Stock Plan in a transaction exempt from Section 16(b) under Rule 16b-3. The stock fully vests on the earlier of (a) the day immediately prior to the first Annual Meeting that occurs after the grant date or (b) the first anniversary of the grant date. These shares of Common Stock are held directly by Robert Leon Edwards, Jr. These shares of Common Stock are held directly by REP Coinvest III-A Omni, L.P. These shares of Common Stock are held directly by REP Coinvest III-B Omni, L.P. These shares of Common Stock are held directly by REP FAOM III-S, L.P. /s/ Michael L. Hance, Attorney-in-Fact 2024-02-27