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: RUBLE CHRIS C (Executive VP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-06	Common Stock	A	6111.0000	$0.0000	Acquired	17552.1870	Direct
2014-03-06	Common Stock	F	1121.0000	$0.0000	Disposed	16431.1870	Direct
2014-03-07	Common Stock	M	1165.0000	$28.9733	Acquired	17596.1870	Direct
2014-03-07	Common Stock	S	1165.0000	$45.0098	Disposed	16431.1870	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-07	Stock Option (Right to Buy)	$28.9733	M	1165.0000	Disposed	2015-02-14	Common Stock (1165.0000)	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: At the time of grant, this option was scheduled to vest 25% each year over a four year period commencing on 2/14/06. As of 12/31/05, all options then outstanding became fully exercisable as a result of the Board of Directors accelerating the vesting of all outstanding stock options awarded to employees, officers and non-employee directors under the Company's stock option award plans.