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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COVENANT TRANSPORTATION GROUP INC [ CVTI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/16/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/14/2010 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 07/16/2010 | M | 36,773 | A | $8 | 163,226(1) | D(2) | |||
Class A Common Stock | 07/16/2010 | S | 36,773 | D | $8.5979 | 126,453 | D(2) | |||
Class A Common Stock | 07/19/2010 | M | 18,698 | A | $8 | 145,151 | D(2) | |||
Class A Common Stock | 07/19/2010 | S | 18,698 | D | $8.5626 | 126,453 | D(2) | |||
Class A Common Stock | 07/20/2010 | M | 2,932 | A | $8 | 129,385 | D(2) | |||
Class A Common Stock | 07/20/2010 | S | 2,932 | D | $8.53 | 126,453 | D(2) | |||
Class A Common Stock | 3,238,477 | D(3) | ||||||||
Class A Common Stock | 100,000 | I | Fn(4) | |||||||
Class A Common Stock | 25,121(5) | I | 401(k) | |||||||
Class B Common Stock | 2,350,000 | D(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) Class A Common Stock | $8 | 07/16/2010 | M | 36,773 | (6) | 07/27/2010 | Class A Common Stock | 36,773 | (6) | 73,227 | D | ||||
Employee Stock Option (Right to Buy) Class A Common Stock | $8 | 07/19/2010 | M | 18,698 | (6) | 07/27/2010 | Class A Common Stock | 18,698 | (6) | 54,529 | D | ||||
Employee Stock Option (Right to Buy) Class A Common Stock | $8 | 07/20/2010 | M | 2,932 | (6) | 07/27/2010 | Class A Common Stock | 2,932 | (6) | 51,597 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Represents the exercise of an option to purchase shares of the issuer's Class A common stock in the amount of 36,773, plus (i) 109,560 shares owned by David Parker, and (ii) 16,893 restricted shares of the issuer's Class A common stock granted January 12, 2010, pursuant to a transaction previously reported by the reporting person (although the aggregate amount granted in the January 12, 2010, transaction was determined following the reporting deadline for the transaction as it was based upon the closing price of the issuer's Class A common stock two full trading days following the public release of the issuer's year end 2009 earnings). The reporting person previously reported that the share number was determined using the closing price two full trading days following public release of the issuer's first quarter 2010 earnings, when it should have been year end 2009 earnings. |
2. Shares owned by Mr. Parker. |
3. Shares owned jointly by Mr. Parker and his wife, Jacqueline F. Parker, as joint tenants with rights of survivorship. |
4. Shares are owned by the Parker Family Limited Partnership, of which Mr. and Mrs. Parker are the general partners. |
5. The number of shares beneficially owned following the reported transaction is equal to Mr. Parker's July 12, 2010 account balance in the employer stock fund under the issuer's 401(k) plan divided by the closing price on July 12, 2010. The plan is unitized and as such does not itself allocate a specific number of shares to each participant. |
6. Original grant was an option to purchase 110,000 shares of the issuer's Class A common stock, which vested 36,666, 36,666, and 36,668 on 07/27/01, 07/27/02, and 07/27/03, respectively. The amount reported in Column 9 of Table II reflects the remaining portion of this grant. Upon exercise, the derivative security converts on a one-for-one basis into the issuer's Class A common stock. |
Remarks: |
/s/ David Ray Parker, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC | 07/20/2010 | |
/s/ Jacqueline F. Parker, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC | 07/20/2010 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |