Parker Amendment to Covenant Logistics 13D Filing

TL;DR

Parkers updated their Covenant Logistics 13D filing on 3/1/24. No major changes mentioned.

AI Summary

David R. Parker and Jacqueline F. Parker filed an amendment (No. 10) to their Schedule 13D on March 1, 2024, regarding their beneficial ownership of Covenant Logistics Group, Inc. The filing indicates a change in the date as of which the information is reported to March 1, 2024. The Parkers are associated with Covenant Transport Inc. and Covenant Logistics Group, Inc.

Why It Matters

This filing updates beneficial ownership information for key individuals, which can signal changes in control or investment strategy for Covenant Logistics Group, Inc.

Risk Assessment

Risk Level: low — The filing is an amendment to an existing Schedule 13D and does not appear to disclose any new significant changes or activist intentions.

Key Players & Entities

• David R. Parker (person) — Filer and beneficial owner
• Jacqueline F. Parker (person) — Filer and beneficial owner
• Covenant Logistics Group, Inc. (company) — Subject company
• Covenant Transport Inc. (company) — Associated company

FAQ

Key Financial Figures

• $0.01 — suer ) CLASS A COMMON STOCK, PAR VALUE $0.01 _____________________________________
• $53.2429 — 024 Mr. Parker Open market sale 674 $53.2429 $53.06 to $53.58 02/16/2024 Mr. Park
• $53.06 — arker Open market sale 674 $53.2429 $53.06 to $53.58 02/16/2024 Mr. Parker Open
• $53.58 — n market sale 674 $53.2429 $53.06 to $53.58 02/16/2024 Mr. Parker Open market sa
• $54.6121 — 4 Mr. Parker Open market sale 4,326 $54.6121 $54.16 to $54.855 02/20/2024 Mr. Par
• $54.16 — ker Open market sale 4,326 $54.6121 $54.16 to $54.855 02/20/2024 Mr. Parker Ope
• $54.855 — market sale 4,326 $54.6121 $54.16 to $54.855 02/20/2024 Mr. Parker Open market sa
• $51.5537 — 4 Mr. Parker Open market sale 9,619 $51.5537 $51.19 to $51.885 02/20/2024 Mr. Par
• $51.19 — ker Open market sale 9,619 $51.5537 $51.19 to $51.885 02/20/2024 Mr. Parker Ope
• $51.885 — market sale 9,619 $51.5537 $51.19 to $51.885 02/20/2024 Mr. Parker Open market sa
• $52.2933 — Mr. Parker Open market sale 10,381 $52.2933 $52.10 to $52.45 02/21/2024 Mr. Park
• $52.10 — er Open market sale 10,381 $52.2933 $52.10 to $52.45 02/21/2024 Mr. Parker Open
• $52.45 — arket sale 10,381 $52.2933 $52.10 to $52.45 02/21/2024 Mr. Parker Open market sa
• $51.9541 — 4 Mr. Parker Open market sale 3,019 $51.9541 $51.915 to $52.06 02/21/2024 Mr. and
• $51.915 — ker Open market sale 3,019 $51.9541 $51.915 to $52.06 02/21/2024 Mr. and Mrs. Par

Filing Documents

• schedule13da.htm (SC 13D/A) — 53KB
• 0001008886-24-000071.txt ( ) — 54KB

Identity and Background

Item 2. Identity and Background. (a) This Amendment is being filed jointly on behalf of David R. Parker and Jacqueline F. Parker (together, the "Reporting Persons"). The Reporting Persons may be deemed to be members of a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Neither the filing of this Amendment, nor the filing of the Original Statement, however, should be deemed an admission that the Reporting Persons comprise a group for purposes of Section 13(d)(3). (b) The business address of the Reporting Persons is 400 Birmingham Highway, Chattanooga, TN 37419. (c) Mr. Parker The principal occupation of Mr. Parker is Chairman and Chief Executive Officer of the Issuer. The principal business address of the Issuer is 400 Birmingham Highway, Chattanooga, TN 37419. Mrs. Parker Mrs. Parker is the co-founder of the Issuer and manages the Parkers' business affairs and investments and participates in the management of the Issuer. Mrs. Parker's business address is 400 Birmingham Highway, Chattanooga, TN 37419. (d) – (e) During the last five years, neither of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Persons are citizens of the United States of America.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) As of February 26, 2024, there were 10,721,517 shares of Class A common stock and 2,350,000 shares of Class B common stock outstanding (according to the Form 10-K filed by the Issuer with the Securities and Exchange Commission on February 28, 2024). As of the date hereof, the Reporting Persons may be deemed to be the beneficial owner (pursuant to Rule 13d-3) of an aggregate of 4,154,463 (1) shares of common stock, representing approximately 30.8% (2) of the issued and outstanding shares of common stock of the Issuer. (b) The Reporting Persons have the sole power to vote 4,154,463 shares of common stock of the Issuer for which beneficial ownership is reported. (c) No transactions in the Issuer's common stock were effected by the Reporting Persons during the past sixty days, except for the following transactions with respect to the Issuer's Class A common stock: Date Ownership Type Type of Activity Number of Shares Weighted Average Price Per Share (1) Range of Prices Per Share (1) 02/16/2024 Mr. Parker Open market sale 674 $53.2429 $53.06 to $53.58 02/16/2024 Mr. Parker Open market sale 4,326 $54.6121 $54.16 to $54.855 02/20/2024 Mr. Parker Open market sale 9,619 $51.5537 $51.19 to $51.885 02/20/2024 Mr. Parker Open market sale 10,381 $52.2933 $52.10 to $52.45 02/21/2024 Mr. Parker Open market sale 3,019 $51.9541 $51.915 to $52.06 02/21/2024 Mr. and Mrs. Parker JTWROS Open market sale 16,981 $51.7307 $51.36 to $51.915 02/22/2024 Mr. and Mrs. Parker JTWROS Open market sale 11,819 $52.0530 $51.90 to $52.34 02/22/2024 Mr. Parker Open market sale 11,181 $51.7027 $51.45 to $51.90 02/23/2024 Mr. Parker Open market sale 40,000 $51.5838 $51.39 to $52.15 02/26/2024 Mr. Parker Open market sale 55,000 $51.4708 $51.34 to $51.985 02/27/2024 Mr. Parker Open market sale 20,188 $51.0085 $50.74 to $51.60 02/27/2024 Mr. Parker Open market sale 1,812 $51.8

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Except as otherwise described herein in Items 4 and 6 of this Statement, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons and any person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies. The Reporting Persons have entered into a joint filing agreement, which is incorporated by reference to Exhibit 1 of the Original Statement.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit 1 Joint Filing Agreement, dated December 8, 2008, by and between the Reporting Persons, incorporated by reference to Exhibit 1 of Schedule 13D filed with the Securities and Exchange Commission on December 8, 2008. __________________________ (1) The shares of common stock deemed to be beneficially owned by the Reporting Persons consist of (i) 1,192,071 shares of Class A common stock owned by Mr. and Mrs. Parker JTWROS, (ii) 174,537 shares of Class A common stock held by Mr. Parker, (iii) 400,000 options to purchase Class A common stock held by Mr. Parker, (iv) 37,855 shares of Class A common stock allocated to the account of Mr. Parker under the Issuer's 401(k) plan (the number of shares reported as beneficially owned is equal to Mr. Parker's February 27, 2024, account balance in the employer stock fund under the Issuer's 401(k) plan divided by the closing price on such date), and (v) 2,350,000 shares of Class B common stock, which is not registered under Section 12 of the Securities Exchange Act of 1934, but which is convertible into an equal number of shares of Class A common stock. (2) The Issuer has both Class A and Class B common stock. The Class A common stock has one vote per share. The Class B common stock has two votes per share while beneficially owned by David R. Parker, Jacqueline F. Parker, Rachel Parker-Hatchett, or Jonathan Parker. The Class B common stock is currently controlled by David and Jacqueline Parker. Each share of Class B common stock is convertible into the same number of shares of Class A common stock (i) at any time at the election of the holder and (ii) automatically upon transfer to any person other than members of Mr. and Mrs. Parker's immediate family. As of February 26, 2024, there were 10,721,517 shares of Class A common stock and 2,350,000 shares of Class B common stock outstanding (according to the Form 10-K filed by the Issuer with the Securities and Exchange Commission on