Filing Details

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 5)

COVENANT TRANSPORTATION GROUP, INC.

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(Name of Issuer)


CLASS A COMMON STOCK, PAR VALUE $.01

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(CUSIP Number)

David R. and Jacqueline F. Parker

400 Birmingham Highway

Chattanooga, TN 37419

Telephone:  (423) 821-2369

Facsimile:  (423) 821-0219

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Heidi Hornung-Scherr, Esq.

Scudder Law Firm, P.C., L.L.O.

411 South 13^th Street, 2^nd Floor

Lincoln, NE 68508

June 8, 2018

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(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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

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, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP NO.:  22284P105

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(1)

Shares reported are based upon the June 12, 2018, 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) 112,093 shares of restricted Class A common stock granted to Mr. Parker subject to certain performance vesting and holding provisions, (ii) 2,350 shares of Class A common stock held directly by Mr. Parker, and (iii) 26,259 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 June 6, 2018, 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) 2,595,938 shares of Class A common stock owned by Mr. and Mrs. Parker as joint tenants with rights of survivorship, (ii) 112,093 shares of restricted Class A common stock granted to Mr. Parker subject to certain performance vesting and holding provisions, (iii) 2,350 shares of Class A common stock held directly by Mr. Parker, (iv) 26,259 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 June 6, 2018, account balance in the employer stock fund under the Issuer’s 401(k) plan divided by the closing price on such date), and (v) 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 May 8, 2018, there were 15,981,049 shares of Class A common stock and 2,350,000 shares of Class B common stock outstanding.  In addition, as of May 8, 2018, there were 662,673 shares of restricted Class A common stock outstanding.  The percentage indicated is based upon 18,993,722 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 662,673 shares of restricted Class A common stock.  As a result of the two-class structure, Mr. and Mrs. Parker controlled stock possessing approximately 34.8% of the voting power of all outstanding Issuer stock.

 

 

This Amendment No. 5 (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, Amendment No. 3 to the Original Statement filed on October 27, 2017, and Amendment No. 4 to the Original Statement filed on December 12, 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.

(a)          This Amendment is being filed jointly on behalf of David R. Parker and Jacqueline F. Parker (together, the "Reporting Persons").  The Reporting Persons may be deemed to be members of a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.  Neither the filing of this Amendment, nor the filing of the Original Statement, however, should be deemed an admission that the Reporting Persons comprise a group for purposes of Section 13(d)(3).

(b)          The business address of the Reporting Persons is 400 Birmingham Highway, Chattanooga, TN 37419.

(c)

Mr. Parker

The principal occupation of Mr. Parker is Chairman and Chief Executive Officer of the Issuer.  The principal business address of the Issuer is 400 Birmingham Highway, Chattanooga, TN 37419.

Mrs. Parker

Mrs. Parker is the co-founder of the Issuer and manages the Parkers' business affairs and investments and participates in the management of the Issuer. Mrs. Parker's business address is 400 Birmingham Highway, Chattanooga, TN 37419.

(d)–(e)   During the last five years, neither of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a 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.

(f)           The Reporting Persons are citizens of the United States of America.

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. 4 to the Original Statement on December 12, 2018. From December 13, 2017 through June 12, 2018, the Reporting Persons sold 327,425 shares of Class A common stock pursuant to the 10b5-1 Trading Plan, in a series of open market transactions, of which 181,203 shares were sold during the past sixty days as reported in Item 5 below. See Amendment No. 3 to the Original Statement for more information about the 10b5-1 Trading Plan.

(a)          As of May 8, 2018, there were 18,993,722 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 5,086,640⁽¹⁾ shares of common stock, representing approximately 26.8%⁽²⁾ of the issued and outstanding shares of common stock of the Issuer.

(b)          The Reporting Persons have the sole power to vote 5,086,640 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 during the past sixty days, except the sale of 181,203 shares of Class A common stock pursuant to the Reporting Persons' 10b5-1 Trading Plan, in a series of open market transactions, on the dates and 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.

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.

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) 2,595,938 shares of Class A common stock owned by Mr. and Mrs. Parker as joint tenants with rights of survivorship, (ii) 112,093 shares of restricted Class A common stock granted to Mr. Parker subject to certain performance vesting and holding provisions, (iii) 2,350 shares of Class A common stock held directly by Mr. Parker, (iv) 26,259 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 June 6, 2018, account balance in the employer stock fund under the Issuer’s 401(k) plan divided by the closing price on such date), and (v) 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 May 8, 2018, there were 15,981,049 shares of Class A common stock and 2,350,000 shares of Class B common stock outstanding.  In addition, as of May 8, 2018, there were 662,673 shares of restricted Class A common stock outstanding.  The percentage indicated is based upon 18,993,722 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 662,673 shares of restricted Class A common stock.  As a result of the two-class structure, Mr. and Mrs. Parker controlled stock possessing approximately 34.8% 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.