4//SEC Filing
HODGE MICHAEL B 4
Accession 0001628280-24-031723
CIK 0000912728other
Filed
Jul 10, 8:00 PM ET
Accepted
Jul 11, 9:19 PM ET
Size
12.7 KB
Accession
0001628280-24-031723
Insider Transaction Report
Form 4
FORWARD AIR CORPFWRD
HODGE MICHAEL B
Director
Transactions
- Other
Series B Preferred Units
2024-07-09+21,788→ 334,131 total(indirect: By LLC)Exercise: $0.00→ Common Stock (21,788 underlying) - Other
Class B Units
2024-07-09+21,788→ 334,131 total(indirect: By LLC)Exercise: $0.00→ Common Stock (21,788 underlying) - Other
Series C-2 Units
2024-07-09+37,678→ 577,864 total(indirect: By LLC)Exercise: $0.00→ Class B Units (37,678 underlying)
Footnotes (6)
- [F1]Reflects 21,788 Series B Preferred Units acquired by EVE Omni Investor, LLC (the "LLC") pursuant to a transfer from J.S. International Shipping Corp. (the "Series B Transfer"). The Series B Transfer was effective as of July 9, 2024 and made pursuant to a certain profit sharing agreement between the LLC and J.S. International Shipping Corp.
- [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 the 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 21,788 Opco Class B Units acquired by the LLC pursuant to a transfer from J.S. International Shipping Corp. (the "Opco Class B Transfer"). The Opco Class B Transfer was effective as of July 9, 2024 and made pursuant to a certain profit sharing agreement between the LLC and J.S. International Shipping Corp.
- [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 the 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 37,678 Opco Series C-2 Units acquired by the LLC pursuant to a transfer from J.S. International Shipping Corp. (the "Opco Series C-2 Transfer"). On June 3, 2024, in accordance with the applicable rules of the Nasdaq Stock Market LLC, the Issuer's shareholders approved the conversion of the Opco Series C-2 Units into Series B Preferred Units and corresponding Opco Class B Units (which together are exchangeable into the Issuer's common stock). The Opco Series C-2 Transfer was effective as of July 9, 2024 and made pursuant to a certain profit sharing agreement between the LLC and J.S. International Shipping Corp.
- [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 the 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.
Documents
Issuer
FORWARD AIR CORP
CIK 0000912728
Entity typeother
Related Parties
1- filerCIK 0001995325
Filing Metadata
- Form type
- 4
- Filed
- Jul 10, 8:00 PM ET
- Accepted
- Jul 11, 9:19 PM ET
- Size
- 12.7 KB