| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/25/2024 |
3. Issuer Name and Ticker or Trading Symbol
FORWARD AIR CORP [ FWRD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 02/05/2024 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| Remarks: |
| This amendment to the Form 3 filed on February 5, 2024 by Ridgemont Equity Partners Affiliates III, L.P., REP Coinvest III Omni GP, LLC, Ridgemont Equity Management III, L.P., REP FAOM III-S, L.P., Ridgemont Equity Management III, LLC, REP Coinvest III-A Omni, L.P., REP Coinvest III-B Omni, L.P., and REP Omni Holdings, L.P.(the "Original Form 3") is being filed solely to add REP Omni Holdings GP, LLC as a Reporting Person to such. The beneficial ownership reported in the Original Form 3 and the information contained in the footnotes in the Original Form 3 are correct. REP Omni Holdings GP, LLC and the other Reporting Persons on the Original Form 3 (collectively, the "Reporting Persons") may be deemed to be a member of a "group" for purposes of the Securities Exchange of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group except to the extent of its pecuniary interest therein. In addition, Charles Leonard Anderson and Robert Leon Edwards, Jr. may be deemed to be members of such "group" upon their receipt of Issuer securities. Mr. Anderson and Mr. Edwards each serve on the board of directors of Issuer as a designee of one or more members of the group. Pursuant to the policies of the reporting persons and their affiliates, Mr. Anderson and Mr. Edwards will be deemed to hold any securities of the Issuer they may receive in connection with their service on the board of directors of the Issuer for the benefit of one or more members of the group. Accordingly, each of the Reporting Persons may be deemed to be a "director by deputization" of the Issuer. |
| No securities are beneficially owned. |
| REP Omni Holdings GP, LLC, By: /s/ Edward Balogh, Authorized Signatory | 02/21/2024 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.