Sec Form 13G Filing - CLEARLAKE CAPITAL GROUP L.P. filing for FORWARD AIR CORP (FWRD) - 2024-05-09

☒	Rule 13d-1(b)

☐	Rule 13d-1(c)

☐	Rule 13d-1(d)

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1	NAMES OF REPORTING PERSONS
	Behdad Eghbali
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,649,876
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,649,876
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,649,876
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

Item 1(a).

Name of Issuer:

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Item 2(a).

Name of Persons Filing:

i)

Clearlake Capital Group, L.P. (“Clearlake Capital Group”);

ii)

José Enrique Feliciano (“Mr. Feliciano”); and

iii)

Behdad Eghbali (“Mr. Eghbali”).

Item 2(b).

Address of Principal Business Office or, if none, Residence:

Item 2(c).

Citizenship:

i)

Clearlake Capital Group is a Delaware limited partnership;

ii)

Mr. Feliciano is a citizen of the United States of America; and

iii)

Mr. Eghbali is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

Item 3.

If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	☒	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
	(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
	(g)	☒	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
	(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
	(k)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership:

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 3,649,876

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 3,649,876

Item 5.

Ownership of Five Percent or Less of a Class:

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person:

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

Item 8.

Identification and Classification of Members of the Group:

Item 9.

Notice of Dissolution of Group:

Item 10.

Certification:

Dated: May 9, 2024
CLEARLAKE CAPITAL GROUP, L.P.
By:	/s/ John Cannon
Name:	John Cannon
Attorney-in-Fact
JOSÉ E. FELICIANO
By:	/s/ John Cannon
Attorney-in-Fact
BEHDAD EGHBALI
By:	/s/ John Cannon
Attorney-in-Fact

Exhibit No.
1	Joint Filing Agreement, dated May 9, 2024
2	Power of Attorney of Reporting Persons (incorporated by reference to Exhibit No. 2 to the Schedule 13G filed by the Reporting Persons on February 8, 2021)

EXECUTED this 9th of May, 2024
CLEARLAKE CAPITAL GROUP, L.P.
By:	/s/ John Cannon
Name:	John Cannon
Attorney-in-Fact
JOSÉ E. FELICIANO
By:	/s/ John Cannon
Attorney-in-Fact
BEHDAD EGHBALI
By:	/s/ John Cannon
Attorney-in-Fact