Ridgemont Equity Management Files 13D Amendment for Forward Air

TL;DR

Ridgemont Equity Management just updated their stake in Forward Air Corp. Watch this space.

AI Summary

Ridgemont Equity Management III, LLC and its affiliates, including Charles Leonard Anderson and Robert Leon Edwards, Jr., have filed an amendment to their Schedule 13D concerning Forward Air Corp. The filing, dated August 12, 2024, indicates a change in their beneficial ownership of the company's common stock. The group now holds a significant stake, though the exact percentage and dollar amount are not detailed in this excerpt.

Why It Matters

This filing signals a potential shift in control or influence over Forward Air Corp by Ridgemont Equity Management and its associated entities.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, which can introduce volatility.

Key Players & Entities

• Ridgemont Equity Management III, LLC (company) — Filing entity
• Charles Leonard Anderson (person) — Group member
• Robert Leon Edwards, Jr. (person) — Group member
• Forward Air Corp (company) — Subject company
• REP COINVEST III OMNI GP, LLC (company) — Group member
• RIDGEMONT EQUITY PARTNERS AFFILIATES III, L.P. (company) — Group member

FAQ

Filing Documents

• d880740dsc13da.htm (SC 13D/A) — 193KB
• 0001193125-24-199160.txt ( ) — 195KB

of the Schedule 13D is hereby amended and supplemented as follows

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On June 2, 2024, the Issuer obtained the Conversion Approval from its stockholders at the Issuers annual meeting, which resulted in (i) the automatic conversion of each outstanding Series C Preferred Unit into one share of Common Stock and (ii) the automatic conversion of each outstanding Opco Series C-2 Preferred Unit into one Opco Class B Unit and one corresponding Series B Preferred Unit, in each case on a one-for-one basis. Therefore, the 613,829 Series C Preferred Units owned by REP Coinvest III-A, the 175,948 Series C Preferred Units owned by REP Coinvest III-B and the 420,229 Series C Preferred Units owned by REP FAOM converted into shares of Common Stock on a one-for-one basis, and the 1,993,623 Opco Series C-2 Preferred Units owned by REP Omni LP and 24,920 Series C-2 Preferred Units owned by REP Affiliates converted into Opco Class B Units and corresponding Series B Preferred Units, on a one-for-one basis. There was no conversion price for the conversion of the Series C Preferred Units or the conversion of the Opco Series C-2 Preferred Units. The conversions were completed on August 2, 2024. Item4. Purpose of Transaction .

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 3 as supplemented is hereby incorporated by reference into this item. Item5. Interest in Securities of the Issuer . (a) The calculations in this Item are based upon (i) 27,699,916 shares of the Issuers Common Stock outstanding as of August 2, 2024 as reported by the Issuer on its quarterly report on Form 10-Q filed on August 9, 2024, plus (ii) 3,185,799 shares of Common Stock issuable upon the exchange of Opco Class B Units together with the corresponding Series B Preferred Units. As of the date hereof, the Reporting Persons collectively beneficially own 5,096,414 shares of Common Stock, representing 16.5% of the outstanding Common Stock. The information in Item 4 is hereby incorporated by reference. (b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or direct the disposition of, the Common Stock owned by the Reporting Persons: (i) Sole power to vote or direct the vote: No Reporting Person has the sole power to vote or to direct the vote of any of the shares of Common Stock they beneficially own. (ii) Shared power to vote or to direct the vote: REP Omni L.P. has shared power to vote or to direct the vote of the 3,146,469 shares of Common Stock it beneficially owns. REP Coinvest III-A has shared power to vote or to direct the vote of the 968,786 shares of Common Stock it beneficially owns. REP Coinvest III-B has shared power to vote or to direct the vote of the 277,693 shares of Common Stock it beneficially owns. REP FAOM has shared power to vote or to direct the vote of the 663,234 shares of Common Stock it beneficially owns. REP Affiliates has shared power to vote or to direct the vote of the 39,330 shares of Common Stock it beneficially owns. REP Omni GP has shared power to vote or to direct the vote of the 3,146,469 shares of Common Stock it beneficially owns. Ridgemont III GP has

of the Schedule 13D is hereby amended and supplemented as follows

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 3 as supplemented is hereby incorporated by reference into this item. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 12, 2024 REP Omni Holdings, L.P. By: REP Omni Holdings GP, LLC, its general partner By: /s/ Edward Balogh Name: Edward Balogh Title: Authorized Signatory REP Coinvest III-A Omni, L.P. By: REP Coinvest III Omni GP, LLC, its general partner By: /s/ Edward Balogh Name: Edward Balogh Title: Authorized Signatory REP Coinvest III-B Omni, L.P. By: REP Coinvest III Omni GP, LLC, its general partner By: /s/ Edward Balogh Name: Edward Balogh Title: Authorized Signatory REP FAOM III-S, LP By: Ridgemont Equity Management III, L.P., its general partner By: /s/ Edward Balogh Name: Edward Balogh Title: Authorized Signatory Ridgemont Equity Partners Affiliates III, L.P. By: Ridgemont Equity Management III, L.P., its general partner By: /s/ Edward Balogh Name: Edward Balogh Title: Authorized Signatory Robert Leon Edwards, Jr. /s/ Robert Leon Edwards, Jr. Name: Robert Leon Edwards, Jr. Title: Director Charles Leonard Anderson /s/ Charles Leonard Anderson Name: Charles Leonard Anderson Title: Director

View Full Filing

View this SC 13D/A filing on SEC EDGAR