Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* PARKER DAVID RAY (Last) (First) (Middle) 400 BIRMINGHAM HIGHWAY (Street) CHATTANOOGA TN 37419 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COVENANT LOGISTICS GROUP, INC. [ CVLG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 02/16/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/16/2024		S		674	D	$53.2429(1)	330,063	D
Class A Common Stock	02/16/2024		S		4,326	D	$54.6121(2)	325,737	D
Class A Common Stock	02/20/2024		S		9,619	D	$51.5537(3)	316,118	D
Class A Common Stock	02/20/2024		S		10,381	D	$52.2933(4)	305,737	D
Class A Common Stock	02/21/2024		S		3,019	D	$51.9541(5)	302,718	D
Class A Common Stock	02/21/2024		S		16,981	D	$51.7307(6)	1,203,890	D(7)
Class A Common Stock								37,804	I(8)	401(k)
Class B Common Stock								2,350,000	D(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* PARKER DAVID RAY (Last) (First) (Middle) 400 BIRMINGHAM HIGHWAY (Street) CHATTANOOGA TN 37419 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO

1. Name and Address of Reporting Person* PARKER JACQUELINE F (Last) (First) (Middle) 400 BIRMINGHAM HIGHWAY (Street) CHATTANOOGA TN 37419 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The price reflects a weighted average sale price for multiple transactions ranging from $53.06 to $53.58, inclusive. The reporting person 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 price.

2. The price reflects a weighted average sale price for multiple transactions ranging from $54.16 to $54.855, inclusive. The reporting person 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 price.

3. The price reflects a weighted average sale price for multiple transactions ranging from $51.19 to $51.885, inclusive. The reporting person 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 price.

4. The price reflects a weighted average sale price for multiple transactions ranging from $52.10 to $52.45, inclusive. The reporting person 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 price.

5. The price reflects a weighted average sale price for multiple transactions ranging from $51.915 to $52.06, inclusive. The reporting person 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 price.

6. The price reflects a weighted average sale price for multiple transactions ranging from $51.36 to $51.915, inclusive. The reporting person 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 price.

7. Shares owned jointly by Mr. and Mrs. Parker, as joint tenants with rights of survivorship.

8. The number of shares beneficially owned following the reported transaction is equal to Mr. Parker's February 16, 2024 account balance in the employer stock fund under the issuer's 401(k) plan, divided by the closing price on February 16, 2024. The plan is unitized and as such does not itself allocate a specific number of shares to each participant.

	/s/ David R. Parker, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC	02/21/2024
	/s/ Jacqueline F. Parker, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC	02/21/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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