Home/Filings/3/0000899243-24-000148

3//SEC Filing

REP FAOM III-S, L.P. 3

Accession 0000899243-24-000148

CIK 0000912728other

View on SEC.gov Company Profile

Filed

Feb 4, 7:00 PM ET

Accepted

Feb 5, 9:46 PM ET

Size

23.4 KB

Accession

0000899243-24-000148

Insider Transaction Report

Form 3

Period: 2024-01-25

FORWARD AIR CORPFWRD

Ridgemont Equity Management III, L.P.

Director10% Owner

Holdings

Common Stock
(indirect: See footnotes.)
354,957
Common Stock
(indirect: See footnotes.)
243,005
Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (1,152,846 underlying)
Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (14,410 underlying)
Common Stock
(indirect: See footnotes.)
101,745

REP Omni Holdings, L.P.

Director10% Owner

Holdings

Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (1,152,846 underlying)
Common Stock
(indirect: See footnotes.)
354,957
Common Stock
(indirect: See footnotes.)
243,005
Common Stock
(indirect: See footnotes.)
101,745
Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (14,410 underlying)

REP Coinvest III-B Omni, L.P.

Director10% Owner

Holdings

Common Stock
(indirect: See footnotes.)
354,957
Common Stock
(indirect: See footnotes.)
101,745
Common Stock
(indirect: See footnotes.)
243,005
Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (1,152,846 underlying)
Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (14,410 underlying)

Ridgemont Equity Partners Affiliates III, L.P.

Director10% Owner

Holdings

Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (14,410 underlying)
Common Stock
(indirect: See footnotes.)
354,957
Common Stock
(indirect: See footnotes.)
101,745
Common Stock
(indirect: See footnotes.)
243,005
Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (1,152,846 underlying)

REP Coinvest III Omni GP, LLC

Director10% Owner

Holdings

Common Stock
(indirect: See footnotes.)
243,005
Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (14,410 underlying)
Common Stock
(indirect: See footnotes.)
354,957
Common Stock
(indirect: See footnotes.)
101,745
Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (1,152,846 underlying)

Ridgemont Equity Management III, LLC

Director10% Owner

Holdings

Common Stock
(indirect: See footnotes.)
354,957
Common Stock
(indirect: See footnotes.)
101,745
Common Stock
(indirect: See footnotes.)
243,005
Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (1,152,846 underlying)
Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (14,410 underlying)

REP Coinvest III-A Omni, L.P.

Director10% Owner

Holdings

Common Stock
(indirect: See footnotes.)
354,957
Common Stock
(indirect: See footnotes.)
101,745
Common Stock
(indirect: See footnotes.)
243,005
Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (1,152,846 underlying)
Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (14,410 underlying)

REP FAOM III-S, L.P.

Director10% Owner

Holdings

Common Stock
(indirect: See footnotes.)
354,957
Common Stock
(indirect: See footnotes.)
101,745
Common Stock
(indirect: See footnotes.)
243,005
Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (1,152,846 underlying)
Opco Class B Units
(indirect: See footnotes.)
Exercise: $110.00From: 2024-01-25→ Common Stock (14,410 underlying)

Footnotes (8)

[F1]These shares of Common Stock are held directly by REP Coinvest III-A Omni, L.P.
[F2]These shares of Common Stock are held directly by REP Coinvest III-B Omni, L.P.
[F3]These shares of Common Stock are held directly by REP FAOM III-S, LP.
[F4]These shares of Common Stock may be deemed to be indirectly beneficially owned by (i) REP Coinvest III Omni GP, LLC as General Partner of REP Coinvest III-A Omni, L.P. and General Partner of REP Coinvest III-B Omni, L.P., (ii) Ridgemont Equity Management III, L.P. as General Partner of REP FAOM III-S, LP and (iv) Ridgemont Equity Management III, LLC as General Partner of REP Coinvest III Omni GP, LLC and General Partner of Ridgemont Equity Management III, L.P.
[F5]The Opco Class B Units are convertible into Common Stock of the Issuer at any time, at the holder's election, and have no expiration date. The right to exchange the units will be (1) subject to any applicable lock-up period to which the rollover holder is subject, customary procedural requirements and, subject to exceptions for exchanging all of a rollover holder's remaining units, minimum exchange amounts of 30,000 Class B Units and (2) limited to no more than two exchange exercises per calendar quarter per holder.
[F6]These Opco Class B Units are held directly by REP Omni Holdings, LP.
[F7]These Opco Class B Units are held directly by Ridgemont Equity Partners Affiliates III, L.P.
[F8]The Opco Class B Units may be deemed to be indirectly beneficially owned by (i) REP Omni Holdings GP, LLC as General Partner of REP Omni Holdings, LP, (ii) Ridgemont Equity Management III, L.P. as General Partner of Ridgemont Equity Partners Affiliates III, L.P., and (iv) Ridgemont Equity Management III, LLC as General Partner of REP Omni Holdings GP, LLC and General Partner of Ridgemont Equity Management III, L.P.

Documents

1 file

3
doc3.xmlPrimary
FORM 3 SUBMISSION

Issuer

FORWARD AIR CORP

CIK 0000912728

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0002010674

Filing Metadata

Form type: 3
Filed: Feb 4, 7:00 PM ET
Accepted: Feb 5, 9:46 PM ET
Size: 23.4 KB

View on SEC.gov