0000950170-24-095693.txt : 20240812 0000950170-24-095693.hdr.sgml : 20240812 20240812211605 ACCESSION NUMBER: 0000950170-24-095693 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240802 FILED AS OF DATE: 20240812 DATE AS OF CHANGE: 20240812 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REP FAOM III-S, L.P. CENTRAL INDEX KEY: 0002010674 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22490 FILM NUMBER: 241198484 BUSINESS ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 BUSINESS PHONE: 7049440914 MAIL ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ridgemont Equity Partners Affiliates III, L.P. CENTRAL INDEX KEY: 0001754722 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22490 FILM NUMBER: 241198483 BUSINESS ADDRESS: STREET 1: 101 S TRYON STREET STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 BUSINESS PHONE: 704-944-0914 MAIL ADDRESS: STREET 1: 101 S TRYON STREET STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANDERSON CHARLES LEONARD CENTRAL INDEX KEY: 0001995776 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22490 FILM NUMBER: 241198479 MAIL ADDRESS: STREET 1: 1915 SNAPPS FERRY ROAD STREET 2: BUILDING N CITY: GREENVILLE STATE: TN ZIP: 37745 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REP Coinvest III Omni GP, LLC CENTRAL INDEX KEY: 0002010671 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22490 FILM NUMBER: 241198482 BUSINESS ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 BUSINESS PHONE: 7049440914 MAIL ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ridgemont Equity Management III, L.P. CENTRAL INDEX KEY: 0002010672 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22490 FILM NUMBER: 241198481 BUSINESS ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 BUSINESS PHONE: 7049440914 MAIL ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REP Omni Holdings GP, LLC CENTRAL INDEX KEY: 0002011762 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22490 FILM NUMBER: 241198480 BUSINESS ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 BUSINESS PHONE: 7049440914 MAIL ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ridgemont Equity Management III, LLC CENTRAL INDEX KEY: 0002010676 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22490 FILM NUMBER: 241198478 BUSINESS ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 BUSINESS PHONE: 7049440914 MAIL ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REP Coinvest III-A Omni, L.P. CENTRAL INDEX KEY: 0002010678 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22490 FILM NUMBER: 241198486 BUSINESS ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 BUSINESS PHONE: 7049440914 MAIL ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REP Coinvest III-B Omni, L.P. CENTRAL INDEX KEY: 0002010679 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22490 FILM NUMBER: 241198485 BUSINESS ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 BUSINESS PHONE: 7049440914 MAIL ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REP Omni Holdings, L.P. CENTRAL INDEX KEY: 0002010680 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22490 FILM NUMBER: 241198487 BUSINESS ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 BUSINESS PHONE: 7049440914 MAIL ADDRESS: STREET 1: 101 S. TRYON ST. STREET 2: SUITE 3400 CITY: CHARLOTTE STATE: NC ZIP: 28280 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 2024-08-02 0000912728 FORWARD AIR CORP FWRD 0002010676 Ridgemont Equity Management III, LLC 101 S. TRYON ST. SUITE 3400 CHARLOTTE NC 28280 true false true false 0002010680 REP Omni Holdings, L.P. 101 S. TRYON ST. SUITE 3400 CHARLOTTE NC 28280 true false true false 0002010678 REP Coinvest III-A Omni, L.P. 101 S. TRYON ST. SUITE 3400 CHARLOTTE NC 28280 true false true false 0002010679 REP Coinvest III-B Omni, L.P. 101 S. TRYON ST. SUITE 3400 CHARLOTTE NC 28280 true false true false 0002010674 REP FAOM III-S, L.P. 101 S. TRYON ST. SUITE 3400 CHARLOTTE NC 28280 true false true false 0001754722 Ridgemont Equity Partners Affiliates III, L.P. 101 S. TRYON ST. SUITE 3400 CHARLOTTE NC 28280 true false true false 0002010671 REP Coinvest III Omni GP, LLC 101 S. TRYON ST. SUITE 3400 CHARLOTTE NC 28280 true false true false 0002010672 Ridgemont Equity Management III, L.P. 101 S. TRYON ST. SUITE 3400 CHARLOTTE NC 28280 true false true false 0002011762 REP Omni Holdings GP, LLC 101 S. TRYON ST. SUITE 3400 CHARLOTTE NC 28280 true false true false 0001995776 ANDERSON CHARLES LEONARD 1915 SNAPPS FERRY ROAD BUILDING N GREENEVILLE TN 37745 true false false false false Common Stock 2024-08-02 4 C false 613829 0 A 968786 I See footnotes. Common Stock 2024-08-02 4 C false 175948 0 A 277693 I See footnotes. Common Stock 2024-08-02 4 C false 420229 0 A 663234 I See footnotes. Common Stock 451 I See footnotes. Common Stock 451 I See footnotes. Opco Class B Units 0 2024-08-02 4 C false 1993623 0 A 2024-01-25 Common Stock 1993623 3146469 I See footnotes. Opco Class B Units 0 2024-08-02 4 C false 24920 0 A 2024-01-25 Common Stock 24920 39330 I See footnotes. Reflects the automatic conversion of Series C Preferred Units into an equivalent number of shares of Common Stock upon receipt of approval from the Issuer's shareholders at their annual meeting held on June 3, 2024. 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, LP. These shares of Common Stock are held directly by Charles Leonard Anderson. Charles Leonard Anderson has disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein. These shares of Common Stock are held directly by Robert Leon Edwards Jr. Robert Leon Edwards Jr has disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein. These shares of Common Stock may be deemed to be indirectly beneficially owned by (i) REP Omni Holdings, L.P, (ii) REP Omni Holdings GP, LLC, as General Partner of REP Omni Holdings, L.P., (iii) REP Coinvest III-A Omni, L.P., (iv) REP Coinvest III-B Omni, L.P., (v) REP FAOM III-S, L.P., (vi) 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., (vii) Ridgemont Equity Management III, L.P. as General Partner of REP FAOM III-S, LP, (viii) Ridgemont Equity Partners Affiliates III L.P, (ix) Ridgemont Equity Management III, LLC as General Partner of REP Coinvest III Omni GP, LLC, General Partner of Ridgemont Equity Management III, L.P., and General Partners of Ridgemont Equity Partners Affiliates III, L.P., (x) Charles Leonard Anderson, and (xi) Robert Leon Edwards Jr. Reflects the automatic conversion of Opco Series C-2 Preferred Units into an equivalent number of Opco Class B Units and Series B Preferred Units upon receipt of approval from the Issuer's shareholders at their annual meeting held on June 3, 2024. Opco Class B Units are paired with an equivalent number of Series B Preferred Units and together are convertible into shares of Common Stock of the Issuer on a one-for-one basis (one Class B Unit and one Series B Preferred Unit for one share of Common Stock) at any time, at the holder's election, and have no expiration date. The right to exchange the units will be (1) subject to any applicable lock-up period to which the rollover holder is subject, customary procedural requirements and, subject to exceptions for exchanging all of a rollover holder's remaining units, minimum exchange amounts of 30,000 Class B Units Series B Preferred Units and (2) limited to no more than two exchange exercises per calendar quarter per holder. These Opco Class B Units and a corresponding number of Series B. Preferred Units are held directly by REP Omni Holdings, LP. These Opco Class B Units and a corresponding number of Series B. Preferred Units are held directly by Ridgemont Equity Partners Affiliates III, L.P. The Opco Class B Units and the corresponding Series B. Preferred Units may be deemed to be indirectly beneficially owned by (i) REP Omni Holdings, L.P, (ii) REP Omni Holdings GP, LLC, as General Partner of REP Omni Holdings, L.P., (iii) REP Coinvest III-A Omni, L.P., (iv) REP Coinvest III-B Omni, L.P., (v) REP FAOM III-S, L.P., (vi) 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., (vii) Ridgemont Equity Partners Affiliates III L.P, (viii) Ridgemont Equity Management III, L.P. as General Partner of REP FAOM III-S, LP and General Partner of Ridgemont Equity Partners Affiliates III L.P, (ix) Ridgemont Equity Management III, LLC as Sole Member of REP Omni Holdings GP, LLC, Sole Member of REP Coinvest III Omni GP, LLC, and General Partner of Ridgemont Equity Management III, L.P., (x) Charles Leonard Anderson, and (xi) Robert Leon Edwards Jr. The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group except to the extent of its pecuniary interest therein. In addition, Charles Leonard Anderson and Robert Leon Edwards, Jr. are deemed to be members of such "group." Mr. Anderson and Mr. Edwards each serve on the board of directors of Issuer as a designee of one or more members of the group. Pursuant to the policies of the reporting persons and their affiliates, Mr. Anderson and Mr. Edwards will be deemed to hold any securities of the Issuer they may receive in connection with their service on the board of directors of the Issuer for the benefit of one or more members of the group. Accordingly, each of the reporting persons herein may be deemed to be a "director by deputization" of the Issuer. REP Omni Holdings, LP, By: REP Omni Holdings GP, LLC, its General Partner, By: /s/ Edward Balogh, Authorized Signatory 2024-08-12 REP Coinvest III-A Omni, L.P., By: REP Coinvest III Omni GP, LLC, its General Partner, By: /s/ Edward Balogh, Authorized Signatory 2024-08-12 REP Coinvest III-B Omni, L.P., By: REP Coinvest III Omni GP, LLC, its General Partner, By: /s/ Edward Balogh, Authorized Signatory 2024-08-12 REP FAOM III-S, LP, By: Ridgemont Equity Management III, L.P., its General Partner, By: /s/ Edward Balogh, Authorized Signatory 2024-08-12 Ridgemont Equity Partners Affiliates III, L.P., By: Ridgemont Equity Management III, L.P., its General Partner, By: /s/ Edward Balogh, Authorized Signatory 2024-08-12 REP Coinvest III Omni GP, LLC, By: Ridgemont Equity Management III, LLC, its Sole Member, By: /s/ Edward Balogh, Authorized Signatory 2024-08-12 Ridgemont Equity Management III, L.P., By: Ridgemont Equity Management III, LLC, its General Partner, By: /s/ Edward Balogh, Authorized Signatory 2024-08-12 Ridgemont Equity Management III, LLC, By: /s/ Edward Balogh, Authorized Signatory 2024-08-12 REP Omni Holdings GP, LLC, By: /s/ Edward Balogh, Authorized Signatory 2024-08-12 Charles Leonard Anderson, /s/ Charles Leonard Anderson 2024-08-12