FORWARD AIR CORP — Director's Dealing 2024

Feb 6, 2024

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FORWARD AIR CORP (FWRD)
CIK: 0000912728
Period of Report: 2024-01-25

Reporting Person: Ridgemont Equity Management III, LLC (Director, 10% Owner)
Reporting Person: REP Omni Holdings, L.P. (Director, 10% Owner)
Reporting Person: REP Coinvest III-A Omni, L.P. (Director, 10% Owner)
Reporting Person: REP Coinvest III-B Omni, L.P. (Director, 10% Owner)
Reporting Person: REP FAOM III-S, L.P. (Director, 10% Owner)
Reporting Person: Ridgemont Equity Partners Affiliates III, L.P. (Director, 10% Owner)
Reporting Person: REP Coinvest III Omni GP, LLC (Director, 10% Owner)
Reporting Person: Ridgemont Equity Management III, L.P. (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	354957	Indirect
Common Stock	101745	Indirect
Common Stock	243005	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Opco Class B Units	$110.00		Common Stock (1152846)		Indirect
Opco Class B Units	$110.00		Common Stock (14410)		Indirect

Footnotes

F1: These shares of Common Stock are held directly by REP Coinvest III-A Omni, L.P.

F2: These shares of Common Stock are held directly by REP Coinvest III-B Omni, L.P.

F3: These shares of Common Stock are held directly by REP FAOM III-S, LP.

F4: These shares of Common Stock may be deemed to be indirectly beneficially owned by (i) 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., (ii) Ridgemont Equity Management III, L.P. as General Partner of REP FAOM III-S, LP and (iv) 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.

F5: The Opco Class B Units are convertible into Common Stock of the Issuer at any time, at the holder's election, and have no expiration date. The right to exchange the units will be (1) subject to any applicable lock-up period to which the rollover holder is subject, customary procedural requirements and, subject to exceptions for exchanging all of a rollover holder's remaining units, minimum exchange amounts of 30,000 Class B Units and (2) limited to no more than two exchange exercises per calendar quarter per holder.

F6: These Opco Class B Units are held directly by REP Omni Holdings, LP.

F7: These Opco Class B Units are held directly by Ridgemont Equity Partners Affiliates III, L.P.

F8: The Opco Class B Units may be deemed to be indirectly beneficially owned by (i) REP Omni Holdings GP, LLC as General Partner of REP Omni Holdings, LP, (ii) Ridgemont Equity Management III, L.P. as General Partner of Ridgemont Equity Partners Affiliates III, L.P., and (iv) Ridgemont Equity Management III, LLC as General Partner of REP Omni Holdings GP, LLC and General Partner of Ridgemont Equity Management III, L.P.