<SEC-DOCUMENT>0000950170-25-093990.txt : 20250703
<SEC-HEADER>0000950170-25-093990.hdr.sgml : 20250703
<ACCEPTANCE-DATETIME>20250703171133
ACCESSION NUMBER:		0000950170-25-093990
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250703
DATE AS OF CHANGE:		20250703

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FORWARD AIR CORP
		CENTRAL INDEX KEY:			0000912728
		STANDARD INDUSTRIAL CLASSIFICATION:	ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731]
		ORGANIZATION NAME:           	01 Energy & Transportation
		EIN:				621120025
		STATE OF INCORPORATION:			TN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-43797
		FILM NUMBER:		251106311

	BUSINESS ADDRESS:	
		STREET 1:		1915 SNAPPS FERRY ROAD
		STREET 2:		BUILDING N
		CITY:			GREENEVILLE
		STATE:			TN
		ZIP:			37745
		BUSINESS PHONE:		4236367000

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 1058
		CITY:			GREENEVILLE
		STATE:			TN
		ZIP:			37744

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LANDAIR SERVICES INC
		DATE OF NAME CHANGE:	19930928

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CLEARLAKE CAPITAL GROUP, L.P.
		CENTRAL INDEX KEY:			0001688282
		ORGANIZATION NAME:           	
		EIN:				208541105
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		233 WILSHIRE BOULEVARD, SUITE 800
		CITY:			SANTA MONICA
		STATE:			CA
		ZIP:			90401
		BUSINESS PHONE:		(310) 400-8800

	MAIL ADDRESS:	
		STREET 1:		233 WILSHIRE BOULEVARD, SUITE 800
		CITY:			SANTA MONICA
		STATE:			CA
		ZIP:			90401
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
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<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:xsd="http://www.w3.org/2001/XMLSchema" xmlns:xsi="http://www.w3.org/2001/XMLSchema-instance">
  <headerData>
    <submissionType>SCHEDULE 13D/A</submissionType>
    <filerInfo>
      <filer>
        <filerCredentials>
          <cik>0001688282</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>



    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>1</amendmentNo>
      <securitiesClassTitle>Common Stock, $0.01 par value per share</securitiesClassTitle>
      <dateOfEvent>07/03/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0000912728</issuerCIK>
        <issuerCUSIP>349853101</issuerCUSIP>
        <issuerName>Forward Air Corporation</issuerName>
        <address>
          <street1 xmlns="http://www.sec.gov/edgar/common">1915 Snapps Ferry Road</street1>
          <street2 xmlns="http://www.sec.gov/edgar/common">Building N</street2>
          <city xmlns="http://www.sec.gov/edgar/common">Greeneville</city>
          <stateOrCountry xmlns="http://www.sec.gov/edgar/common">TN</stateOrCountry>
          <zipCode xmlns="http://www.sec.gov/edgar/common">37745</zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>John Cannon</personName>
          <personPhoneNum>(310) 400-8800</personPhoneNum>
          <personAddress>
            <street1 xmlns="http://www.sec.gov/edgar/common">c/o Clearlake Capital Group, L.P.</street1>
            <street2 xmlns="http://www.sec.gov/edgar/common">233 Wilshire Blvd, Suite 800</street2>
            <city xmlns="http://www.sec.gov/edgar/common">Santa Monica</city>
            <stateOrCountry xmlns="http://www.sec.gov/edgar/common">CA</stateOrCountry>
            <zipCode xmlns="http://www.sec.gov/edgar/common">90401</zipCode>
          </personAddress>
        </notificationInfo>
      </authorizedPersons>
    </coverPageHeader>
    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0001688282</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Clearlake Capital Group, L.P.</reportingPersonName>
        <fundType>OO</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>DE</citizenshipOrOrganization>
        <soleVotingPower>0</soleVotingPower>
        <sharedVotingPower>3825000</sharedVotingPower>
        <soleDispositivePower>0</soleDispositivePower>
        <sharedDispositivePower>3825000</sharedDispositivePower>
        <aggregateAmountOwned>3825000</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>12.6</percentOfClass>
        <typeOfReportingPerson>IA</typeOfReportingPerson>
        <typeOfReportingPerson>PN</typeOfReportingPerson>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonNoCIK>Y</reportingPersonNoCIK>
        <reportingPersonName>Jose Enrique Feliciano</reportingPersonName>
        <fundType>OO</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>X1</citizenshipOrOrganization>
        <soleVotingPower>0</soleVotingPower>
        <sharedVotingPower>3825000</sharedVotingPower>
        <soleDispositivePower>0</soleDispositivePower>
        <sharedDispositivePower>3825000</sharedDispositivePower>
        <aggregateAmountOwned>3825000</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>12.6</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
        <typeOfReportingPerson>HC</typeOfReportingPerson>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonNoCIK>Y</reportingPersonNoCIK>
        <reportingPersonName>Behdad Eghbali</reportingPersonName>
        <fundType>OO</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>X1</citizenshipOrOrganization>
        <soleVotingPower>0</soleVotingPower>
        <sharedVotingPower>3825000</sharedVotingPower>
        <soleDispositivePower>0</soleDispositivePower>
        <sharedDispositivePower>3825000</sharedDispositivePower>
        <aggregateAmountOwned>3825000</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>12.6</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
        <typeOfReportingPerson>HC</typeOfReportingPerson>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Stock, $0.01 par value per share</securityTitle>
        <issuerName>Forward Air Corporation</issuerName>
        <issuerPrincipalAddress>
          <street1 xmlns="http://www.sec.gov/edgar/common">1915 Snapps Ferry Road</street1>
          <street2 xmlns="http://www.sec.gov/edgar/common">Building N</street2>
          <city xmlns="http://www.sec.gov/edgar/common">Greeneville</city>
          <stateOrCountry xmlns="http://www.sec.gov/edgar/common">TN</stateOrCountry>
          <zipCode xmlns="http://www.sec.gov/edgar/common">37745</zipCode>
        </issuerPrincipalAddress>
        <commentText>This Amendment No. 1 relates to the shares of common stock, $0.01 par value per share (the "Common Stock") of Forward Air Corporation, a Delaware corporation (the "Issuer"), and amends the initial statement on Schedule 13D filed by Clearlake Capital Group, L.P., Jose Enrique Feliciano and Behdad Eghbali on August 14, 2024 (the "Initial Statement" and, as amended by this Amendment No. 1, the "Statement"). Capitalized terms used but not defined herein shall have the meanings given to them in the Initial Statement and unless amended and restated hereby, all information in the Initial Statement remains in effect, as supplemented hereby.</commentText>
      </item1>
      <item4>
        <transactionPurpose>Item 4 of the Initial Statement is hereby amended and restated as follows:

In connection with the publicly announced review of strategic alternatives by the Board of Directors of the Issuer (the "Board"), the Reporting Persons anticipate, subject to further due diligence and applicable internal approvals, to submit one or more non-binding proposals (any such proposal, a "Proposal") to the Board offering to acquire all of the outstanding shares of Common Stock that the Reporting Persons do not already own for cash consideration, on terms and conditions to be set forth in any such proposal (any such transaction, a "Proposed Transaction"). The Reporting Persons previously entered into a standard confidentiality agreement with the Issuer in connection with the review of strategic alternatives, including containing customary "standstill" and other customary non-disclosure and non-use provisions.

The submission of a Proposal does not obligate in any way the Reporting Persons or the Issuer to negotiate or enter into definitive transaction documentation with respect to a transaction or otherwise complete a Proposed Transaction, and a binding commitment with respect to a Proposed Transaction will result only from the execution and delivery of definitive transaction documentation. Any definitive transaction documentation entered into in connection with a Proposed Transaction is likely to be subject to customary closing conditions. The Reporting Persons make no assurance that any definitive transaction agreement will be entered into with respect to a Proposed Transaction contemplated by a Proposal, or that a Potential Transaction will be consummated even if the Issuer accepts any such Proposal and make no assurances as to the terms of any such transaction if one were to be consummated.

Neither any Proposal nor this Amendment No. 1 is meant to be, nor should be construed as, an offer to buy or a solicitation of an offer to sell any of the Issuer's securities.

If a Proposed Transaction is consummated, one or more of the transactions, events or actions specified in clauses (a) through (j) to the instructions of Item 4 of Schedule 13D may result, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, other material changes in the Issuer's business or corporate structure, and the shares of the Common Stock would become eligible for termination of registration pursuant to Section 12d2-2 of the Exchange Act and would be delisted from the Nasdaq Global Select Market.

The Reporting Persons intend to continue to engage in communications with, among others, members of the Issuer's management, members of the Board, shareholders of the Issuer, advisors or other persons, regarding, among other things, the review and evaluation of strategic alternatives, opportunities to increase shareholder value, Issuer operations, governance and control, and other matters related to the Issuer. The Reporting Persons reserve the right to, once submitted, modify or withdraw any Proposal at any time. While any Proposal remains under consideration by the Issuer, the Reporting Persons and their affiliates expect to respond to inquiries from, and negotiate the terms of a Proposal with, the Issuer and its representatives. The Reporting Persons do not intend to update additional disclosures regarding a Proposal until a definitive agreement has been reached with respect to a Proposed Transaction, or unless disclosure is otherwise required under applicable U.S. securities laws.

If a Proposed Transaction or similar transaction by unrelated parties is not consummated, the Reporting Persons may, at any time and from time to time, review, reconsider and/or change their position or purpose or formulate different plans or proposals with respect thereto. At any time and from time to time, the Reporting Persons may, in connection with monitoring and evaluating their investment in the Issuer, and after giving consideration to, among other things, any communications about the Issuer, market conditions, contractual restrictions, legal restrictions, the status of the review of strategic alternatives by the Board and/or other conditions, formulate a plan, proposal or other course of action which may relate to or result in, among other things and without limitation: (i) the purchase of additional or all shares of Common Stock, options or related derivatives in the open market, in privately negotiated transactions or otherwise; (ii) the sale of all or a portion of the shares of Common Stock, options or related derivatives now beneficially owned or hereafter acquired by them; (iii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iv) seeking to influence or change the present Board or management of the Issuer, including but not limited to with respect to the business and affairs of the Issuer; or (v) any of the other matters referred to in the instructions to Item 4 of Schedule 13D. The Reporting Persons may consider pursuing such plans, proposals or other courses of action with the Issuer's management, the Board, other Issuer shareholders, advisors or other persons. Any action taken by the Reporting Persons may be effected at any time and from time to time, subject to applicable limitations imposed by applicable law and any contractual limitations then applicable to the Reporting Persons.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>The Reporting Persons may be deemed to beneficially own an aggregate of 3,825,000 shares of Common Stock, representing approximately 12.6% of the issued and outstanding shares of Common Stock. Ownership percentages set forth in this Statement are based upon a total of 30,423,221 shares of Common Stock issued and outstanding as of May 2, 2025, as reported by the Issuer in the Quarterly Report on Form 10-Q filed by the Issuer on May 7, 2025 for the quarterly period ending March 31, 2025.</percentageOfClassSecurities>
        <numberOfShares>The information included in part (a) of Item 5 above is incorporated by reference herein.</numberOfShares>
        <transactionDesc>During the past 60 days, the Reporting Persons have not effected any transactions with respect to the Common Stock.</transactionDesc>
        <listOfShareholders>To the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, any of the shares of Common Stock beneficially owned by the Reporting Persons as described in this Item 5.</listOfShareholders>
        <date5PercentOwnership>Not applicable.</date5PercentOwnership>
      </item5>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>Clearlake Capital Group, L.P.</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ John Cannon</signature>
          <title>John Cannon/Attorney-in-Fact</title>
          <date>07/03/2025</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>Jose Enrique Feliciano</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ John Cannon</signature>
          <title>John Cannon/Attorney-in-Fact</title>
          <date>07/03/2025</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>Behdad Eghbali</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ John Cannon</signature>
          <title>John Cannon/Attorney-in-Fact</title>
          <date>07/03/2025</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
  </formData>
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
