Michael B. Hodge - Jan 25, 2024 Form 4 Insider Report for FORWARD AIR CORP (FWRD)

Role: Director
Signature: /s/ Michael L. Hance, Attorney-in-Fact
Stock symbol: FWRD
Transactions as of: Jan 25, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/29/2024, 09:53 PM
Next filing: Feb 28, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	FWRD	Common Stock						10K	Jan 25, 2024	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FWRD	Series B Preferred Units	Award	$0	+1.69M		$0.00	1.69M	Jan 25, 2024	Common Stock	1.69M	$0.00	By LLC	F1
transaction	FWRD	Class B Units	Award	$0	+1.69M		$0.00	1.69M	Jan 25, 2024	Common Stock	1.69M	$0.00	By LLC	F2
transaction	FWRD	Series C-2 Units	Award	$0	+2.93M		$0.00	2.93M	Jan 25, 2024	Series B Preferred Units and Class B Units	2.93M	$0.00	By LLC	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents (i) 1,331,970 Series B Preferred Units received by Omni Investor Holdings, LLC in connection with the merger of the Issuer and Omni Logistics LLC (the "Merger"), and (ii) 362,704 Series B Preferred Units received by EVE Omni Investor, LLC in connection with the Merger. 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 both Omni Investor Holdings, LLC and EVE Omni Investor, LLC. The reporting person disclaims beneficial ownership of the securities held by Omni Investor Holdings, LLC and EVE Omni Investor, LLC, except to the extent of his pecuniary interest therein.
F2	Represents (i) 1,331,970 Opco Class B Units in Clue Opco LLC, a subsidiary of the Company ("Opco") received by Omni Investor Holdings, LLC in connection with the Merger, and (ii) 362,704 Opco Class B Units received by EVE Omni Investor, LLC in connection with the Merger. Series B Preferred Units and corresponding Opco Class B Units are exchangeable at 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 both Omni Investor Holdings, LLC and EVE Omni Investor, LLC. The reporting person disclaims beneficial ownership of the securities held by Omni Investor Holdings, LLC and EVE Omni Investor, LLC, except to the extent of his pecuniary interest therein.
F3	Represents (i) 2,303,338 Opco Series C-2 Units in Opco received by Omni Investor Holdings, LLC in connection with the Merger, and (ii) 627,226 Opco Series C-2 Units received by EVE Omni Investor, LLC in connection with the Merger. 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 reporting person is a co-manager of both Omni Investor Holdings, LLC and EVE Omni Investor, LLC. The Opco Series C-2 Units do not have an expiration date. The reporting person disclaims beneficial ownership of the securities held by Omni Investor Holdings, LLC and EVE Omni Investor, LLC, except to the extent of his pecuniary interest therein.