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FORWARD AIR CORP Director's Dealing 2014

May 16, 2014

32398_dirs_2014-05-16_52dc10f9-eb62-447a-924f-35ae700acba5.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FORWARD AIR CORP (FWRD)
CIK: 0000912728
Period of Report: 2014-05-08

Reporting Person: Hance Michael L (Senior VP, CLO and Secretary)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 11056.0000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (Right to Buy) $22.4700 2017-02-07 Common Stock (36000.0000) Direct
Stock Option (Right to Buy) $28.6100 2018-02-11 Common Stock (6666.0000) Direct
Stock Option (Right to Buy) $36.5500 2019-02-07 Common Stock (4669.0000) Direct
Stock Option (Right to Buy) $37.1400 2020-02-07 Common Stock (4407.0000) Direct
Stock Option (Right to Buy) $42.4800 2021-02-06 Common Stock (4009.0000) Direct

Footnotes

F1: Of the 11,056 shares beneficially owned, 3,035 shares are 2/7/12, 2/7/13 and 2/6/14 awards of time-vesting restricted stock under the Forward Air Corporation Amended and Restated Stock Option & Incentive Plan in transactions exempt from Section 16(b) under Rule 16b-3. The restricted stock vests equally in one-third increments over three years commencing on the one year anniversary of the applicable award date and will be fully vested on 2/6/17.

F2: This option vests 33-1/3% each year over a three year period commencing on 2/7/11.

F3: This option vests 33-1/3% each year over a three year period commencing on 2/11/12.

F4: This option vests 33-1/3% each year over a three year period commencing on 2/7/13.

F5: This option vests 33-1/3% each year over a three year period commencing on 2/7/14.

F6: This option vests 33-1/3% each year over a three year period commencing on 2/6/15.