0001140361-11-021706.txt : 20110412 0001140361-11-021706.hdr.sgml : 20110412 20110412103036 ACCESSION NUMBER: 0001140361-11-021706 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100924 FILED AS OF DATE: 20110412 DATE AS OF CHANGE: 20110412 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WALKUP CHRISTOPHER CENTRAL INDEX KEY: 0001467253 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24960 FILM NUMBER: 11754026 MAIL ADDRESS: STREET 1: COVENANT TRANSPORTATION GROUP, INC. STREET 2: 400 BIRMINGHAM HIGHWAY CITY: CHATTANOOGA STATE: TN ZIP: 37419 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COVENANT TRANSPORTATION GROUP INC CENTRAL INDEX KEY: 0000928658 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 880320154 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 BIRMINGHAM HIGHWAY CITY: CHATTANOOGA STATE: TN ZIP: 37419 BUSINESS PHONE: 4238211212 MAIL ADDRESS: STREET 1: 400 BIRMINGHAM HIGHWAY CITY: CHATTANOOGA STATE: TN ZIP: 37419 FORMER COMPANY: FORMER CONFORMED NAME: COVENANT TRANSPORT INC DATE OF NAME CHANGE: 19940818 4 1 doc1.xml FORM 4 X0303 4 2010-09-24 1 0000928658 COVENANT TRANSPORTATION GROUP INC CVTI 0001467253 WALKUP CHRISTOPHER 400 BIRMINGHAM HIGHWAY CHATTANOOGA TN 37419 0 1 0 0 FORMER SR VP OF OPER OF SUB Class A Common Stock 2010-09-24 4 D 0 2600 0 D 8113 D Class A Common Stock 2010-09-24 4 A 0 2600 0 A 10713 D Class A Common Stock 2010-09-24 4 D 0 4000 0 D 6713 D Class A Common Stock 2010-09-24 4 A 0 4000 0 A 10713 D Class A Common Stock 2010-09-24 4 D 0 2761 0 D 7952 D Class A Common Stock 2010-09-24 4 A 0 2761 0 A 10713 D See item (1) on the Explanation of Responses exhibit attached. See item (2) on the Explanation of Responses exhibit attached. See item (3) on the Explanation of Responses exhibit attached. /s/ Christopher Walkup, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 2011-04-12 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
Explanation of Responses

(1)  
On September 24, 2010, in connection with the termination of Mr. Walkup's employment relationship, the issuer's Compensation Committee agreed to amend Mr. Walkup's outstanding September 14, 2009 restricted stock award to (i) allow the unvested shares to vest through July 31, 2012, and (ii) eliminate the vesting requirement that Mr. Walkup still be employed with the issuer on the vesting date of the award.  This amendment results in a deemed cancellation of the "original" restricted stock award and the grant of a replacement restricted stock award.  Accordingly, 100% of Mr. Walkup's September 14, 2009 award vested if and only if the Compensation Committee certified the issuer's earnings per share for the fiscal year ending December 31, 2010, was $0.05 or higher, which the Compensation Committee certified on February 22, 2011.

(2)  
On September 24, 2010, in connection with the termination of Mr. Walkup's employment relationship, the issuer's Compensation Committee agreed to amend Mr. Walkup's outstanding November 5, 2009 restricted stock award to (i) allow the unvested shares to vest through July 31, 2012, and (ii) eliminate the vesting requirement that Mr. Walkup still be employed with the issuer on the vesting date of the award.  This amendment results in a deemed cancellation of the "original" restricted stock award and the grant of a replacement restricted stock award.  Accordingly, 2,000 shares of Mr. Walkup's unvested award will vest on July 1, 2011, and the remaining 2,000 unvested shares will vest on July 1, 2012.  Prior to Mr. Walkup's termination of employment, 2,000 shares of his November 5, 2009 award had vested.

(3)  
On September 24, 2010, in connection with the termination of Mr. Walkup's employment relationship, the issuer's Compensation Committee agreed to amend Mr. Walkup's outstanding January 12, 2010 restricted stock award to (i) allow the unvested shares to vest through July 31, 2012, and (ii) eliminate the vesting requirement that Mr. Walkup still be employed with the issuer on the vesting date of the award.  This amendment results in a deemed cancellation of the "original" restricted stock award and the grant of a replacement restricted stock award.  Accordingly, 33.4% of Mr. Walkup's unvested award vested if and only if the Compensation Committee certified that the issuer's Class A common stock closed at or above $7.00 for twenty consecutive trading days, commencing January 1, 2011, and ending July 31, 2012, which the Compensation Committee certified on February 7, 2011.  Of the remaining 66.6% of Mr. Walkup's unvested award, 33.3% will vest if and only if the Compensation Committee certifies that the issuer's Class A common stock closed at or above $9.00 for twenty consecutive trading days before July 31, 2012, and the final 33.3% will vest if and only if the Compensation Committee certifies that the issuer's Class A common stock closed at or above $11.00 for twenty consecutive trading days before July 31, 2012.