FORWARD AIR CORP — Director's Dealing 2014

Mar 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORWARD AIR CORP (FWRD)
CIK: 0000912728
Period of Report: 2014-03-06

Reporting Person: McLean Michael P (VP & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-06	Common Stock	A	3333.0000	$0.0000	Acquired	13346.3813	Direct
2014-03-06	Common Stock	F	401.0000	$0.0000	Disposed	12945.3813	Direct
2014-03-07	Common Stock	M	4375.0000	$29.4400	Acquired	17320.3813	Direct
2014-03-07	Common Stock	S	4375.0000	$45.0000	Disposed	12945.3813	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-07	Stock Option (Right to Buy)	$29.4400	M	4375.0000	Disposed	2015-02-10	Common Stock (4375.0000)	Direct

Footnotes

F1: Shares awarded in conjunction with a Performance Share Agreement issued on 2/11/11 under the Forward Air Corporation Amended and Restated Stock Option and Incentive Plan. In accordance with the Performance Share Agreement, the number of shares awarded was determined based on the three year performance of Forward Air Corporation common stock as compared to the share price performance of a selected peer group.

F2: Stock withheld by Issuer to satisfy minimum tax withholding obligation on award of stock.

F3: This option vested 33-1/3% each year over a three year period commencing on 2/10/09.