UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Forward Air Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

349853101

(CUSIP Number)

FREDERICK DiSANTO

C/O ANCORA HOLDINGS INC.

6060 Parkland Boulevard, Suite 200

Cleveland, Ohio 44124

(216) 825-4000

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 8, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*This Series I is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

*This Series J is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

*This Series K is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

*This Series L is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended and restated to read as follows:

(a)       This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” The Ancora Funds, Ancora Advisors, Ancora Alternatives, Ancora Family Wealth, Ancora Inc., Inverness Holdings, Ancora Holdings and Mr. DiSanto are collectively referred to as “Ancora.” Effective January 1, 2021, Ancora underwent an internal reorganization, pursuant to which, among other things, Ancora Alternatives succeeded Ancora Advisors as the investment advisor to each of the Ancora Funds and as the general partner of each of the Ancora LP Funds. Each of the Reporting Persons is party to that certain Amended and Restated Group Agreement, as defined in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Ancora SPC E, Ancora Inc. and Ancora Holdings. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)       The address of the principal office of each of the Ancora Funds, Ancora Advisors, Ancora Alternatives, Ancora Family Wealth, Ancora Inc., Inverness Holdings, Ancora Holdings, and Messrs. DiSanto and Chadwick is 6060 Parkland Boulevard, Suite 200, Cleveland, Ohio 44124. The principal business address of Mr. Clarke is 57 Groveland Terrace, Minneapolis, Minnesota 55403. The principal business address of Ms. Garibaldi is 7075 S. Jamestown Court, Aurora, Colorado 80016. The principal business address of Mr. Niswonger is c/o The Niswonger Group, P.O. Box 1508, Greeneville, Tennessee 37744.

(c)       The principal business of each of the Ancora Funds is investing in securities. The principal business of Ancora Advisors is serving as the investment advisor to the Ancora Advisors SMA. The principal business of Ancora Alternatives is serving as the investment advisor to each of the Ancora Funds and the general partner of each of the Ancora LP Funds. The principal business of Ancora Family Wealth is serving as investment advisor to the Ancora Family Wealth SMA. The principal business of Ancora Inc. is serving as the sole member of Ancora Advisors. The principal business of Inverness Holdings is serving as the sole member of Ancora Family Wealth. The principal business of Ancora Holdings is serving as the sole member of each of Ancora Alternatives and Inverness Holdings, and as the sole shareholder of Ancora Inc. The principal occupation of Mr. DiSanto is serving as the Chairman and Chief Executive Officer of Ancora Holdings. The principal occupation of Mr. Chadwick is serving as the Managing Director of Alternative Investments with Ancora Holdings. The principal occupation of Mr. Clarke is serving as a business advisor and professional director. The principal occupation of Ms. Garibaldi is serving as President of Amplify Strategy Group, LLC. The principal occupation of Mr. Niswonger is serving as Chairman of the Niswonger Foundation.

(d)       No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       Other than as disclosed below, no Reporting Person, nor any person listed on Schedule A, has, during the last five years, been 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. On December 18, 2018, Ancora Advisors entered into a settlement with the Securities and Exchange Commission regarding the violation of Section 206(4) under the Investment Advisers Act of 1940 and Rule 206(4)-5 thereunder, due to the contributing of more than the allowable $350 contribution to certain political campaigns. Ancora Advisors consented to the cease-and-desist order and paid a penalty in the amount of $100,000.

(f)       Messrs. DiSanto, Chadwick, Clarke and Niswonger and Ms. Garibaldi are citizens of the United States of America.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of the Ancora Funds and held in the Ancora Advisors SMA and the Ancora Family Wealth SMA were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 21,450 Shares owned directly by Ancora Merlin is approximately $1,144,848, including brokerage commissions. The aggregate purchase price of the 230,999 Shares owned directly by Ancora Merlin Institutional is approximately $12,342,180, including brokerage commissions. The aggregate purchase price of the 18,004 Shares owned directly by Ancora Catalyst is approximately $962,906, including brokerage commissions. The aggregate purchase price of the 234,417 Shares owned directly by Ancora Catalyst Institutional is approximately $12,524,260, including brokerage commissions. The aggregate purchase price of the 165,004 Shares owned directly by Ancora SPV I is approximately $10,255,483, including brokerage commissions. The aggregate purchase price of the 188,345 Shares owned directly by Ancora SPV J is approximately $11,925,232, including brokerage commissions. The aggregate purchase price of the 190,725 Shares owned directly by Ancora SPV K is approximately $13,663,616 including brokerage commissions. The aggregate purchase price of the 84,541 Shares owned directly by Ancora SPV L is approximately $6,402,883, including brokerage commissions. The aggregate purchase price of the 483,130 Shares owned directly by Ancora SPC E is approximately $33,271,711, including brokerage commissions. The aggregate purchase price of the 115,884 Shares held in the Ancora Advisors SMA is approximately $8,811,875, including brokerage commissions. The aggregate purchase price of the 1,300 Shares held by the Ancora Family Wealth SMA is approximately $68,312, including brokerage commissions. The Shares beneficially owned by Mr. Clarke and Mr. Niswonger were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,500 Shares beneficially owned by Mr. Clarke is approximately $164,988, including brokerage commissions. The aggregate purchase price of the 10,000 Shares beneficially owned by Mr. Niswonger is approximately $585,692, including brokerage commissions.

Item 4 is hereby amended to add the following:

On February 9, 2021, Ancora Catalyst Institutional delivered a letter to the Issuer nominating James M. Chadwick, Andrew C. Clarke, Dawn Garibaldi and Scott M. Niswonger (collectively, the “Nominees”) for election to the Board at the Issuer’s 2021 annual meeting of shareholders (the “2021 Annual Meeting”).

On February 10, 2021, Ancora issued a press release and open letter to shareholders (the “Press Release”) announcing the nomination of the Nominees and explaining its concerns with the Issuer’s poor capital allocation decisions, deteriorating operating performance, underperformance relative to peers and the perceived misalignment of interests between the Board and shareholders. Ancora also provided an overview of its strategy to enhance shareholder value and highlighted that its slate includes the Issuer’s founder (Mr. Niswonger) and former CFO (well-respected industry executive Mr. Clarke), a shareholder representative (Mr. Chadwick) and an executive leadership specialist (Ms. Garibaldi). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 Items 5 (a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 27,507,750 Shares outstanding as of October 27, 2020 which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2020.

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 1.7%

Percentage: Approximately Less than 1%

Percentage: Approximately 5.9%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 6.3%

Percentage: Approximately 6.3%

Percentage: 0%

Percentage: Less than 1%

Percentage: 0%

Percentage: Less than 1%

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such group may be deemed the beneficial owner of the Shares directly owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly own.

(c)       The transactions in the Shares by the Reporting Persons since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted. Neither Mr. Chadwick nor Ms. Garibaldi have entered into any transactions in the Shares during the past sixty days.

Item 6 is hereby amended to add the following:

On February 8, 2021, the Reporting Persons entered into the Amended and Restated Group Agreement (the “Amended and Restated Group Agreement”), which superseded the Group Agreement (as defined in the Schedule 13D) by and among certain of the Reporting Persons, pursuant to which, among other things, the Reporting Persons agreed (i) to solicit proxies for the election of the Nominees at the 2021 Annual Meeting, (ii) not to purchase securities of the Issuer or take other action that would result in the Reporting Persons beneficially owning more than 9.99% of the Shares without the prior consent of Ancora, and (iii) that Ancora would bear all expenses incurred in connection with the group’s activities. The Amended and Restated Group Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Pursuant to letter agreements, Ancora has agreed to indemnify each of Messrs. Clarke and Niswonger and Ms. Garibaldi against claims arising from the solicitation of proxies from the Issuer’s shareholders in connection with the 2021 Annual Meeting and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2021

SCHEDULE A

Directors and Officers of Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio E

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Bradley Zucker Director	Company Director	6060 Parkland Boulevard Suite 200 Cleveland, Ohio 44124	United States
Julie O’Hara Director	Company Director	94 Solaris Avenue Box 1348, Camana Bay Grand Cayman Cayman Islands KY1-1108	Canada
Ronan Guilfoyle Director	Company Director	94 Solaris Avenue Box 1348, Camana Bay Grand Cayman Cayman Islands KY1-1108	Ireland

Directors and Officers of The Ancora Group Inc. and Ancora Holdings Inc.

SCHEDULE B

Transactions in Securities of the Issuer Since the Filing of the Schedule 13D

Ancora Catalyst SPV I LP – Series K

 

Purchase of Common Stock	4,206	75.7132	12/29/2020
Purchase of Common Stock	4,207	76.3933	12/30/2020
Purchase of Common Stock	4,207	76.9955	12/31/2020
Purchase of Common Stock	4,236	76.2016	01/04/2021
Purchase of Common Stock	4,236	77.2317	01/05/2021
Purchase of Common Stock	6,864	80.1910	01/12/2021
Purchase of Common Stock	11,963	79.1890	01/13/2021
Purchase of Common Stock	4,238	80.5601	01/14/2021
Purchase of Common Stock	2,119	80.3141	01/15/2021
Purchase of Common Stock	2,119	80.8460	01/19/2021
Purchase of Common Stock	1,222	74.8528	02/02/2021
Purchase of Common Stock	7,800	75.1358	02/04/2021
Purchase of Common Stock	3,830	76.3252	02/05/2021
Purchase of Common Stock	3,830	78.7150	02/08/2021

ANCORA CATALYST SPV I LP – SERIES L

 

Purchase of Common Stock	2,142	75.7166	12/29/2020
Purchase of Common Stock	2,142	76.3967	12/30/2020
Purchase of Common Stock	2,142	76.9989	12/31/2020
Purchase of Common Stock	2,157	76.2051	01/04/2021
Purchase of Common Stock	2,157	77.2352	01/05/2021
Purchase of Common Stock	6,978	80.1910	01/12/2021
Purchase of Common Stock	5,558	79.1904	01/13/2021
Purchase of Common Stock	1,986	80.5642	01/14/2021
Purchase of Common Stock	993	80.3221	01/15/2021
Purchase of Common Stock	993	80.8540	01/19/2021
Purchase of Common Stock	573	74.8667	02/02/2021
Purchase of Common Stock	3,660	75.1380	02/04/2021
Purchase of Common Stock	1,798	76.3296	02/05/2021
Purchase of Common Stock	1,798	78.7150	02/08/2021

 ANCORA CATALYST SPV I SPC LTD. – SEGREGATED PORTFOLIO E

 

Purchase of Common Stock	8,250	75.7114	12/29/2020
Purchase of Common Stock	8,250	76.3915	12/30/2020
Purchase of Common Stock	8,250	76.9937	12/31/2020
Purchase of Common Stock	8,168	76.1999	01/04/2021
Purchase of Common Stock	8,168	77.2300	01/05/2021
Purchase of Common Stock	1,795	79.1961	01/13/2021
Purchase of Common Stock	9,974	80.5581	01/14/2021
Purchase of Common Stock	4,987	80.3100	01/15/2021
Purchase of Common Stock	4,987	80.8419	01/19/2021
Purchase of Common Stock	5,000	72.4358	01/29/2021
Purchase of Common Stock	10,000	72.3128	02/01/2021
Purchase of Common Stock	2,905	74.8457	02/02/2021
Purchase of Common Stock	18,540	75.1347	02/04/2021
Purchase of Common Stock	9,104	76.3230	02/05/2021
Purchase of Common Stock	9,104	78.7150	02/08/2021

ANCORA Advisors, llc

(Through the Ancora Advisors SMA)