SEC FORM 4

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^*

TOWE RICHARD L

(Last)

(First)

(Middle)

400 BIRMINGHAM HIGHWAY

(Street)

CHATTANOOGA

37419

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COVENANT TRANSPORT INC [ CVTI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP - Driver Services

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2004

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)
Class A Common Stock	08/12/2004		M		5,000	A	$15.39	5,000	D
Class A Common Stock	08/12/2004		S		5,000	D	$19.8674	0	D
Class A Common Stock								471⁽¹⁾	I	By 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)
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)
Employee Stock Option (Right to Buy) Class A Common Stock	$15.39	08/12/2004		M			5,000	⁽²⁾	05/16/2012⁽³⁾	Class A Common Stock	5,000	⁽⁴⁾	2,500	D

Explanation of Responses:

1. The number of units reported beneficially owned at the date of this report is equal to the reporting person's August 12, 2004, account balance, the latest balance available under the plan, in the employer stock fund under the issuer's 401(k) plan divided by an average of the stock's price at various points throughout the day on August 12, 2003. The fund is unitized and as such does not itself allocate a specific number of shares to each participant.

2. The option to purchase 5,000 shares of Class A Common Stock became exercisable on May 16, 2003, and May 16, 2004, at the rate of 2,500 shares per year, and the remaining balance of the option to purchase, or 2,500 shares of Class A Common Stock, will become exercisable on May 16, 2005.

3. Incentive stock options expire on May 16, 2012. The option to purchase stock options is subject to earlier termination in the event of termination of the reporting person's employment with the issuer. Termination provisions are set forth in the stock option agreement between the reporting person and the issuer and in the issuer's Incentive Stock Plan (Amended and Restated as of May 17, 2001).

4. Upon exercise, the derivative security converts on a one-to-one basis into Class A Common Stock. The exercise price of the derivative security is set forth in Column 2 of Table II of this report.

	/s/ Richard L. Towe, by Mark A. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed with the SEC.	08/13/2004
	** 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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