SC 13G: FORWARD AIR CORP

AI Summary

SC 13G filing by FORWARD AIR CORP.

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• ef20028802_sc13g.htm (SC 13G) — 120KB
• 0001140361-24-025142.txt ( ) — 122KB

(a)

Item 1(a). Name of Issuer: Forward Air Corporation (the "Issuer")

(b)

Item 1(b). Address of Issuer's Principal Executive Offices: 1915 Snapps Ferry Road, Building N, Greeneville, TN 37745

(a)

Item 2(a). Name of Persons Filing : This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Clearlake Capital Group, L.P. ("Clearlake Capital Group"); ii) Jos Enrique Feliciano ("Mr. Feliciano"); and iii) Behdad Eghbali ("Mr. Eghbali"). This Statement relates to the Shares (as defined herein) held for the accounts of Clearlake Capital Partners VII Finance, L.P., a Delaware limited partnership ("Clearlake Capital Partners VII"), and Clearlake Capital Partners VIII Finance, L.P., a Delaware limited partnership ("Clearlake Capital Partners VIII"). Clearlake Capital Group serves as the investment adviser to and controls each of Clearlake Capital Partners VII and Clearlake Capital Partners VIII. Mr. Feliciano and Mr. Eghbali are Managing Partners of Clearlake Capital Group.

(b)

Item 2(b). Address of Principal Business Office or, if none, Residence : The address of the principal business office of each of the Reporting Persons is c/o Clearlake Capital Group, L.P., 233 Wilshire Blvd., Suite 800, Santa Monica, California 90401.

(c)

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.

(d)

Item 2(d). Title of Class of Securities : Common Stock, par value $0.01 per share (the "Shares")

(e)

Item 2(e). CUSIP Number : 349853101 SCHEDULE 13G CUSIP No. 349853101 Page 6 of 10 Pages 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. (a) Amount beneficially owned: As of April 30, 2024, each of the Reporting Persons may be deemed the beneficial owner of 3,649,876 Shares, consisting of 2,568,443 Shares held for the account of Clearlake Capital Partners VII and 1,081,433 Shares held for the account of Clearlake Capital Partners VIII. (b) Percent of class: As of April 30, 2024, each of the Reporting Persons may be deemed the beneficial owner of approximately 13.8% of the Shares outstanding. (There were 26,438,420 Shares outstanding as of March 25, 2024, as reported in the Issuer's proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2024.) (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 (i

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