Filing Details

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CUSIP NO.:  22284P105

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(1)

Shares reported are based upon the December 7, 2017, holdings of David R. Parker and Jacqueline F. Parker.  All shares are held by Mr. and Mrs. Parker as joint tenants with rights of survivorship, with the exception of (i) 110,580 shares of restricted Class A common stock granted to Mr. Parker subject to certain performance vesting and holding provisions and (ii) 26,551 shares of Class A common stock allocated to the account of Mr. Parker under the 401(k) plan of the Issuer (the number of shares reported as beneficially owned is equal to Mr. Parker’s December 1, 2017, account balance in the employer stock fund under the Issuer’s 401(k) plan divided by the closing price on such date).

(2)

Includes (i) 2,923,363 shares of Class A common stock owned by Mr. and Mrs. Parker as joint tenants with rights of survivorship, (ii) 110,580 shares of restricted Class A common stock granted to Mr. Parker subject to certain performance vesting and holding provisions, (iii) 26,551 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 December 1, 2017, account balance in the employer stock fund under the Issuer’s 401(k) plan divided by the closing price on such date), and (iv) 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.  There are no options to purchase that will be exercisable within sixty days of the date hereof.

(3)	Reports shares of Class A common stock held by Mr. Parker’s mother over which Mr. Parker holds a power of attorney, but as to which he expressly disclaims any beneficial ownership.

(4)

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 November 7, 2017, there were 15,940,547 shares of Class A common stock and 2,350,000 shares of Class B common stock outstanding.  In addition, as of November 7, 2017, there were 651,921 shares of restricted Class A common stock outstanding.  The percentage indicated is based upon 18,942,468 shares outstanding, which includes the 2,350,000 shares of Class B common stock convertible into an equal number of shares of Class A common stock and 651,921 shares of restricted Class A common stock.  As a result of the two-class structure, Mr. and Mrs. Parker controlled stock possessing approximately 36.5% of the voting power of all outstanding Issuer stock.

 

Item 1.

Security and Issuer.

This Amendment No. 4 (this "Amendment") to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 8, 2008 (the "Original Statement"), as amended by Amendment No. 1 to the Original Statement filed on February 17, 2015, Amendment No. 2 to the Original Statement filed on June 4, 2015, and Amendment No. 3 to the Original Statement filed on October 27, 2017, relates to the Class A common stock, par value $0.01 per share (the "Class A common stock"), of Covenant Transportation Group, Inc., a Nevada corporation (the "Issuer").  The principal executive offices of the Issuer are located at 400 Birmingham Highway, Chattanooga, TN 37419.  Information contained in the Original Statement, as amended, remains effective except to the extent that it is amended, restated, supplemented, or superseded by the information contained in this Amendment.

 

Item 4.

Purpose of Transaction.

This Amendment is being filed to report the disposition of Class A common stock pursuant to the Reporting Persons' 10b5-1 Trading Plan that resulted in a change in the Reporting Persons' beneficial ownership of Class A common stock of more than 1 percent of the Class A common stock outstanding since the filling of Amendment No. 3 to the Original Statement on October 27, 2017. From October 28, 2017 through December 7, 2017, the Reporting Persons sold 172,575 shares of Class A common stock pursuant to the 10b5-1 Trading Plan, in a series of open market transactions, at prices ranging from $30.00 to $30.225, as reported in Item 5 below. See Amendment No. 3 to the Original Statement for more information about the 10b5-1 Trading Plan.

         

Item 5.

Interest in Securities of the Issuer.

(a)          As of November 7, 2017, there were 18,942,468 shares of Class A and Class B common stock outstanding.  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 5,410,494⁽¹⁾ shares of common stock, representing approximately 28.6%⁽²⁾ of the issued and outstanding shares of common stock of the Issuer.

(b)          The Reporting Persons have the sole power to vote 5,410,494 shares of common stock of the Issuer for which beneficial ownership is reported.  Mr. Parker has shared power to vote 224,134 shares of Class A common stock of the Issuer subject to a power of attorney, but as to which he expressly disclaims any beneficial ownership.

(c)          No transactions in the Issuer's common stock were effected by the Reporting Persons since the filing of Amendment No. 3 to the Original Statement on October 27, 2017, except the sale of 172,575 shares of Class A common stock between November 1, 2017 and December 7, 2017 pursuant to the Reporting Persons' 10b5-1 Trading Plan, in a series of open market transactions, at the weighted average sales price and range of prices indicated below:

The Reporting Persons undertakes to provide, upon request by the SEC staff, the Issuer, or a stockholder of the Issuer, full information regarding the number of shares sold at each separate price.

(d)          Not applicable.

(e)          Not applicable.

          

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.

        

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.

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⁽¹⁾ The shares of common stock deemed to be beneficially owned by the Reporting Persons consist of (i) 2,923,363 shares of Class A common stock owned by Mr. and Mrs. Parker as joint tenants with rights of survivorship, (ii) 110,580 shares of restricted Class A common stock granted to Mr. Parker subject to certain performance vesting and holding provisions, (iii) 26,551 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 December 1, 2017, account balance in the employer stock fund under the Issuer’s 401(k) plan divided by the closing price on such date), and (iv) 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.  There are no options to purchase that will be exercisable within sixty days of the date hereof.   Does not include 224,134 shares of Class A common stock held by Mr. Parker’s mother over which Mr. Parker holds a power of attorney, but as to which he expressly disclaims any beneficial ownership.

⁽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 November 7, 2017, there were 15,940,547 shares of Class A common stock and 2,350,000 shares of Class B common stock outstanding.  In addition, as of November 7, 2017, there were 651,921 shares of restricted Class A common stock outstanding.  The percentage indicated is based upon 18,942,468 shares outstanding, which includes the 2,350,000 shares of Class B common stock convertible into an equal number of shares of Class A common stock, and 651,921 shares of restricted Class A common stock.  As a result of the two-class structure, Mr. and Mrs. Parker controlled stock possessing approximately 36.5% of the voting power of all outstanding Issuer stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct, and that this statement is filed on behalf of myself and the other signatories hereto.