Sec Form 3 Filing - Ridgemont Equity Management III, LLC @ FORWARD AIR CORP - 2024-01-25

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ridgemont Equity Management III, LLC 2. Issuer Name and Ticker or Trading Symbol FORWARD AIR CORP [ FWRD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 101 S. TRYON ST., SUITE 3400 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2024 (Street) CHARLOTTE, NC28280 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 354,957 I See footnotes. ( 1 ) ( 4 ) Common Stock 101,745 I See footnotes. ( 2 ) ( 4 ) Common Stock 243,005 I See footnotes. ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Opco Class B Units $ 110 01/25/2024 ( 5 ) Common Stock 1,152,846 I See footnotes. ( 6 ) ( 8 ) Opco Class B Units $ 110 01/25/2024 ( 5 ) Common Stock 14,410 I See footnotes. ( 7 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ridgemont Equity Management III, LLC 101 S. TRYON ST. SUITE 3400 CHARLOTTE, NC28280 X X REP Omni Holdings, L.P. 101 S. TRYON ST. SUITE 3400 CHARLOTTE, NC28280 X X REP Coinvest III-A Omni, L.P. 101 S. TRYON ST. SUITE 3400 CHARLOTTE, NC28280 X X REP Coinvest III-B Omni, L.P. 101 S. TRYON ST. SUITE 3400 CHARLOTTE, NC28280 X X REP FAOM III-S, L.P. 101 S. TRYON ST. SUITE 3400 CHARLOTTE, NC28280 X X Ridgemont Equity Partners Affiliates III, L.P. 101 S. TRYON ST. SUITE 3400 CHARLOTTE, NC28280 X X REP Coinvest III Omni GP, LLC 101 S. TRYON ST. SUITE 3400 CHARLOTTE, NC28280 X X Ridgemont Equity Management III, L.P. 101 S. TRYON ST. SUITE 3400 CHARLOTTE, NC28280 X X Signatures REP Omni Holdings, LP, By: REP Omni Holdings GP, LLC, its General Partner, By: /s/ Edward Balogh, Authorized Signatory 02/05/2024 Signature of Reporting Person Date REP Coinvest III-A Omni, L.P., By: REP Coinvest III Omni GP, LLC, its General Partner, By: /s/ Edward Balogh, Authorized Signatory 02/05/2024 Signature of Reporting Person Date REP Coinvest III-B Omni, L.P., By: REP Coinvest III Omni GP, LLC, its General Partner, By: /s/ Edward Balogh, Authorized Signatory 02/05/2024 Signature of Reporting Person Date REP FAOM III-S, LP, By: Ridgemont Equity Management III, L.P., its General Partner, By: /s/ Edward Balogh, Authorized Signatory 02/05/2024 Signature of Reporting Person Date Ridgemont Equity Partners Affiliates III, L.P., By: Ridgemont Equity Management III, L.P., its General Partner, By: /s/ Edward Balogh, Authorized Signatory 02/05/2024 Signature of Reporting Person Date REP Coinvest III Omni GP, LLC, By: Ridgemont Equity Management III, LLC, its Sole Member, By: /s/ Edward Balogh, Authorized Signatory 02/05/2024 Signature of Reporting Person Date Ridgemont Equity Management III, L.P., By: Ridgemont Equity Management III, LLC, its General Partner, By: /s/ Edward Balogh, Authorized Signatory 02/05/2024 Signature of Reporting Person Date Ridgemont Equity Management III, LLC, By: /s/ Edward Balogh, Authorized Signatory 02/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of Common Stock are held directly by REP Coinvest III-A Omni, L.P. ( 2 )These shares of Common Stock are held directly by REP Coinvest III-B Omni, L.P. ( 3 )These shares of Common Stock are held directly by REP FAOM III-S, LP. ( 4 )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. ( 5 )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. ( 6 )These Opco Class B Units are held directly by REP Omni Holdings, LP. ( 7 )These Opco Class B Units are held directly by Ridgemont Equity Partners Affiliates III, L.P. ( 8 )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.

Remarks: The reporting persons herein may be deemed to be members o f a "group" for purposes of the Securities Exchange Act 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 herein may be deemed to be a "director by deputization" of the Issuer.

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 4(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).

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