MICHAEL B. HODGE - 22 May 2024 Form 4 Insider Report for FORWARD AIR CORP (FWRD)

Role: Director
Signature: /s/ Michael L. Hance, Attorney-in-Fact
Issuer symbol: FWRD
Transactions as of: 22 May 2024
Transactions value $: $0
Form type: 4
Filing time: 24 May 2024, 20:10:01 UTC
Previous filing: 29 Mar 2024
Next filing: 04 Jun 2024
SEC: View on sec.gov

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	Other	$0	+27,128	+3.64%	$0	773,214	22 May 2024	Common Stock	27,128	$0	By LLC	F1, F2
transaction	FWRD	Class B Units	Other	$0	+27,128	+3.64%	$0	773,214	22 May 2024	Common Stock	27,128	$0	By LLC	F3, F4
transaction	FWRD	Series C-2 Units	Other	$0	+46,916	+3.64%	$0	1,337,130	22 May 2024	Class B Units	46,916	$0	By LLC	F5, F6

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

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	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.
F6	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.