4//SEC Filing
ANDERSON CHARLES LEONARD 4
Accession 0001628280-25-031992
CIK 0000912728other
Filed
Jun 16, 8:00 PM ET
Accepted
Jun 17, 9:10 PM ET
Size
16.7 KB
Accession
0001628280-25-031992
Insider Transaction Report
Form 4
FORWARD AIR CORPFWRD
ANDERSON CHARLES LEONARD
Director
Transactions
- Award
Common Stock
2025-06-13+6,432→ 6,883 total - Award
Common Stock
2025-06-13+6,963→ 13,846 total - Award
Common Stock
2025-06-13+6,432→ 6,883 total(indirect: See footnotes.) - Award
Common Stock
2025-06-13+6,963→ 13,846 total(indirect: See footnotes.)
Holdings
- 243,005(indirect: See footnotes.)
Common Stock
- 354,957(indirect: See footnotes.)
Common Stock
- 101,745(indirect: See footnotes.)
Common Stock
Footnotes (11)
- [F1]Represents restricted stock awarded under the Forward Air Corporation 2025 Non-Employee Director Stock Plan in a transaction exempt from Section 16(b) under Rule 16b-3. The stock fully vests on the earlier of (a) the day immediately prior to Forward Air Corporation's 2026 Annual Meeting of Shareholders or (b) the first anniversary of the grant date. The Reporting Person may be deemed to be a member of a group for purposes of the Securities Exchange Act of 1934, as amended, with Ridgemont Equity Management III, LLC; REP Omni Holdings, L.P.; REP Coinvest III-A Omni, L.P.; REP Coinvest III-B Omni, L.P.; REP FAOM III-S, L.P.; Ridgemont Equity Partners Affiliates III, L.P.; REP Coinvest III Omni GP, LLC; Ridgemont Equity Management III, L.P.; REP Omni Holdings GP, LLC; and Charles Leonard Anderson (collectively, the Group).
- [F10]These shares of Common Stock are held directly by REP FAOM III-S, L.P.
- [F11]These shares of Common Stock are held directly by REP Coinvest III-A Omni, L.P.
- [F2](Continued from footnote 1) The Reporting Person serves on the board of directors of the Issuer as a designee of one or more members of the Group. Pursuant to the policies of the members of the Group and their affiliates, the Reporting Person will be deemed to hold any securities of the Issuer he may receive in connection with his service on the board of directors of the Issuer for the benefit of one or more members of the Group. Accordingly, each of the members of the Group may be deemed to be a "director by deputization" of the Issuer. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F3]Additionally, these shares of Common Stock may be deemed to be indirectly beneficially owned by (i) REP Coinvest III-A Omni, L.P., (ii) REP Coinvest III-B Omni, L.P., (iii) REP FAOM III-S, L.P., (iv) 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., (v) Ridgemont Equity Management III, L.P. as General Partner of REP FAOM III-S, LP, (vi) 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., and (vii) Charles Leonard Anderson. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F4]On June 13, 2025, the board of directors of Forward Air Corporation determined to issue shares of Common Stock pursuant to the reporting person's Non-Employee Director Annual Compensation Agreement, as amended (the "NED Compensation Agreement"). The Reporting Person may be deemed to be a member of a group for purposes of the Securities Exchange Act of 1934, as amended, with Ridgemont Equity Management III, LLC; REP Omni Holdings, L.P.; REP Coinvest III-A Omni, L.P.; REP Coinvest III-B Omni, L.P.; REP FAOM III-S, L.P.; Ridgemont Equity Partners Affiliates III, L.P.; REP Coinvest III Omni GP, LLC; Ridgemont Equity Management III, L.P.; REP Omni Holdings GP, LLC; and Charles Leonard Anderson (collectively, the Group).
- [F5](Continued from footnote 4) The Reporting Person serves on the board of directors of the Issuer as a designee of one or more members of the Group. Pursuant to the policies of the members of the Group and their affiliates, the Reporting Person will be deemed to hold any securities of the Issuer he may receive in connection with his service on the board of directors of the Issuer for the benefit of one or more members of the Group. Accordingly, each of the members of the Group may be deemed to be a "director by deputization" of the Issuer. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F6]Represents restricted stock awarded to Charles Leonard Anderson, who is a member of the Group, under the Forward Air Corporation 2025 Non-Employee Director Stock Plan in a transaction exempt from Section 16(b) under Rule 16b-3. The stock fully vests on the earlier of (a) the day immediately prior Forward Air Corporation's 2026 Annual Meeting of Shareholders or (b) the first anniversary of the grant date.
- [F7]These shares of Common Stock are held directly by Robert Leon Edwards, Jr.
- [F8]On June 13, 2025, the board of directors of Forward Air Corporation determined to issue shares of Common Stock pursuant to the NED Compensation Agreement entered into by Robert Leon Edwards, Jr., who is a member of the Group.
- [F9]These shares of Common Stock are held directly by REP Coinvest III-B Omni, L.P.
Documents
Issuer
FORWARD AIR CORP
CIK 0000912728
Entity typeother
Related Parties
1- filerCIK 0001995776
Filing Metadata
- Form type
- 4
- Filed
- Jun 16, 8:00 PM ET
- Accepted
- Jun 17, 9:10 PM ET
- Size
- 16.7 KB