0001628280-24-025276.txt : 20240524 0001628280-24-025276.hdr.sgml : 20240524 20240524201001 ACCESSION NUMBER: 0001628280-24-025276 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240522 FILED AS OF DATE: 20240524 DATE AS OF CHANGE: 20240524 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: 24986033 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 wk-form4_1716595792.xml FORM 4 X0508 4 2024-05-22 0 0000912728 FORWARD AIR CORP FWRD 0001995325 HODGE MICHAEL B 1915 SNAPPS FERRY ROAD BUILDING N GREENEVILLE TN 37745 1 0 0 0 0 Series B Preferred Units 0 2024-05-22 4 J 0 27128 0 A Common Stock 27128 773214 I By LLC Class B Units 0 2024-05-22 4 J 0 27128 0 A Common Stock 27128 773214 I By LLC Series C-2 Units 0 2024-05-22 4 J 0 46916 0 A Class B Units 46916 1337130 I By LLC Reflects (i) 21,491 Series B Preferred Units acquired by EVE Omni Investor, LLC (the "LLC") pursuant to a transfer from Omni Rollover, Inc. and (ii) 5,637 Series B Preferred Units acquired by the LLC pursuant to a transfer from MKJ Holdco, LLC (the "Series B Transfers"). The Series B Transfers were effective as of May 22, 2024 and made pursuant to certain profit sharing agreements between the LLC, Omni Rollover, Inc. and MKJ Holdco, LLC. Represents Series B Preferred Units held by the LLC. 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 the LLC. The reporting person disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein. Reflects (i) 21,491 Opco Class B Units acquired by the LLC pursuant to a transfer from Omni Rollover, Inc. and (ii) 5,637 Opco Class B Units acquired by the LLC pursuant to a transfer from MKJ Holdco, LLC (the "Opco Class B Transfers"). The Opco Class B Transfers were effective as of May 22, 2024 and made pursuant to certain profit sharing agreements between the LLC, Omni Rollover, Inc. and MKJ Holdco, LLC. Represents Opco Class B Units held by the LLC. Series B Preferred Units and corresponding Opco Class B Units are exchangeable 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 the LLC. The reporting person disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein. Reflects (i) 37,167 Opco Series C-2 Units acquired by the LLC pursuant to a transfer from Omni Rollover, Inc. and (ii) 9,749 Opco Series C-2 Units acquired by the LLC pursuant to a transfer from MKJ Holdco, LLC (the "Opco Series C-2 Transfers"). The Opco Series C-2 Transfers were effective as of May 22, 2024 and made pursuant to certain profit sharing agreements between the LLC, Omni Rollover, Inc. and MKJ Holdco, LLC. Represents Opco Series C-2 Units held by the LLC. 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 Opco Series C-2 Units do not have an expiration date. The reporting person is a co-manager of the LLC. The reporting person disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein. /s/ Michael L. Hance, Attorney-in-Fact 2024-05-24