Hance Michael L Form 4 FORWARD AIR / Michael L Hance ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Hance Michael L

(Last) (First) (Middle)

1915 SNAPPS FERRY ROAD

BUILDING N

(Street)

GREENEVILLE TN 37745

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FORWARD AIR CORP [ FWRD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CLO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/04/2024		F(1)		318	D	$0	45,053.774	D
Common Stock	02/07/2024		F(2)		185	D	$0	44,868.774	D
Common Stock	02/08/2024		F(3)		198	D	$0	44,670.774	D
Common Stock	03/15/2024		A		10,710(4)	A	$0	55,380.774	D
Common Stock	03/15/2024		A		19,993(5)	A	$0	75,377.4515(6)	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Shares withheld by Issuer to satisfy minimum tax withholding obligation upon vesting of restricted stock on February 4, 2024.

2. Shares withheld by Issuer to satisfy minimum tax withholding obligation upon vesting of restricted stock on February 7, 2024.

3. Shares withheld by Issuer to satisfy minimum tax withholding obligation upon vesting of restricted stock on February 8, 2024.

4. Represents an award of restricted stock. The restricted stock vests in equal installments on March 15, 2025, March 15, 2026, and March 15, 2027.

5. Represents a retention award of restricted stock which will vest on March 15, 2026 subject to continued service through the vesting date.

6. Includes 1.38 shares of the Issuer's common stock purchased under the Forward Air Employee Stock Purchase Plan on June 30, 2023 and 2.29751 shares of the Issuer's common stock on December 31, 2023 in an exempt transaction.

Remarks:

	/s/ Michael L. Hance, Attorney-in-Fact	03/29/2024
	** 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 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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