[
]
|
Rule
13d-1(b)
|
[
]
|
Rule
13d-1(c)
|
[X]
|
Rule
13d-1(d)
|
CUSIP
No.
|
22284P105
|
1.
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
|
David
R. Parker and Jacqueline F. Parker(1)
|
2.
|
Check
the Appropriate Box if a Member of a Group*
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
United
States of America
|
Number
of
|
5.
|
Sole
Voting Power
|
5,424,046
(2)
|
Shares
|
|||
Beneficially
|
6.
|
Shared
Voting Power
|
0
|
Owned
by
|
|||
Each
|
7.
|
Sole
Dispositive Power
|
5,424,046
(2)
|
Reporting
|
|||
Person
With:
|
8.
|
Shared
Dispositive Power
|
0
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
5,424,046
(2)
|
||
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
[ ]
|
||
11.
|
Percent
of Class Represented by Amount in Row (9)
|
38.0%(3)
|
||
12.
|
Type
of Reporting Person (See Instructions)
|
IN
|
(1)
|
Shares
reported are based upon the December 31, 2006, holdings of David
R. Parker
and Jacqueline F. Parker. All shares are held by Mr. and Mrs. Parker
as
joint tenants with right of survivorship, with the exception of (a)
54,000
shares of restricted Class A Common Stock granted to Mr. Parker subject
to
certain performance vesting and holding provisions, (b) 14,442 shares
of
Class A Common Stock allocated to the account of Mr. Parker under
the
Company's 401(k) plan, (c) 218,037 shares of Class A Common Stock
that Mr.
Parker does not yet own, but with respect to which Mr. Parker has
currently exercisable options to purchase, and (d) 100,000 shares
of Class
A Common Stock owned by the Parker Family Limited Partnership (of
which
Mr. and Mrs. Parker are the two general partners and possess sole
voting
and investment control).
|
(2)
|
Includes
(i) 2,687,567 shares of Class A Common Stock owned by Mr. and Mrs.
Parker
as joint tenants with right of survivorship, (ii) 100,000 shares
of Class
A Common Stock owned by the Parker Family Limited Partnership (of
which
Mr. and Mrs. Parker are the two general partners and possess sole
voting
and investment control), (iii) 54,000 shares of restricted Class
A Common
Stock granted to Mr. Parker subject to certain performance vesting
and
holding provisions, (iv) 14,442 shares of Class A Common Stock allocated
to the account of Mr. Parker under the Company's 401(k) plan, (v)
18,250,
10,000, 7,206, 10,000, 110,000, 10,000, 10,000, 6,891, 10,000, 10,000,
5,690, and 10,000 shares of Class A Common Stock that Mr. Parker
does not
yet own, but with respect to which Mr. Parker has currently exercisable
options to purchase for $12.375, $13.00, $13.125, $12.1875, $8.00,
$16.79,
$15.39, $17.30, $17.63, $15.71, $21.43, and $13.64 per share,
respectively, and (vi) 2,350,000 shares of Class B Common Stock,
which is
not registered under Section 12 of the Securities Exchange Act of
1934.
There are no additional options to purchase that are exercisable
within
sixty days.
|
(3)
|
Covenant
Transport 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, Jacqueline, Rachel, 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 (a) at any time
at the
election of the holder and (b) automatically upon transfer to any
person
other than members of Mr. and Mrs. Parker's immediate family. As
of December 31, 2006, there were 11,650,690 shares of Class A Common
Stock
and 2,350,000 shares of Class B Common Stock outstanding. The percentage
indicated is based upon 14,272,727 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, 54,000 shares of restricted Class
A
Common Stock granted to Mr. Parker subject to certain performance
vesting
and holding provisions, and 218,037 shares underlying Mr. Parker's
currently exercisable options. As a result of the two-class structure,
as
of December 31, 2006, Mr. and Mrs. Parker controlled stock possessing
approximately 46.8% of the voting power of all outstanding Company
stock.
|
Item
1.
|
|||
(a)
|
Name
of Issuer
|
Covenant
Transport, Inc.
|
|
(b)
|
Address
of Issuer's Principal Executive Offices
|
400
Birmingham Highway
Chattanooga,
TN 37419
|
|
Item
2.
|
|||
(a)
|
Name
of Person Filing
|
David
R. Parker and Jacqueline F. Parker(1)
|
|
(b)
|
Address
of Principal Business Office or, if none, Residence
|
400
Birmingham Highway
Chattanooga,
TN 37419
|
|
(c)
|
Citizenship
|
United
States of America
|
|
(d)
|
Title
of Class of Securities
|
Class
A Common Stock, par value $.01 per share(2)
|
|
(e)
|
CUSIP
Number
|
22284P105
|
Item
3.
|
If
this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
|
N/A
|
Item
4.
|
Ownership
|
|||
Provide
the following information regarding the aggregate number and percentage
of
the class of securities of the issuer identified in Item
1.
|
(a)
|
Amount
beneficially owned:
|
5,424,046
(3)
|
|||
(b)
|
Percent
of class:
|
38.0%(2)
|
|||
(c)
|
Number
of shares as to which the person has:
|
||||
(i)
|
Sole
power to vote or to direct the vote
|
5,424,046
(3)
|
|||
(ii)
|
Shared
power to vote or to direct the vote
|
0
|
|||
(iii)
|
Sole
power to dispose or to direct the disposition of
|
5,424,046
(3)
|
|||
(iv)
|
Shared
power to dispose or to direct the disposition of
|
0
|
(1)
|
Shares
reported are based upon the December 31, 2006, holdings of David
R. Parker
and Jacqueline F. Parker. All shares are held by Mr. and Mrs. Parker
as
joint tenants with right of survivorship, with the exception of (a)
54,000
shares of restricted Class A Common Stock granted to Mr. Parker subject
to
certain performance vesting and holding provisions, (b) 14,442 shares
of
Class A Common Stock allocated to the account of Mr. Parker under
the
Company's 401(k) plan, (c) 218,037 shares of Class A Common Stock
that Mr.
Parker does not yet own, but with respect to which Mr. Parker has
currently exercisable options to purchase, and (d) 100,000 shares
of Class
A Common Stock owned by the Parker Family Limited Partnership (of
which
Mr. and Mrs. Parker are the two general partners and possess sole
voting
and investment control).
|
(2)
|
Covenant
Transport 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, Jacqueline, Rachel, 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 (a) at any time
at the
election of the holder and (b) automatically upon transfer to any
person
other than members of Mr. and Mrs. Parker's immediate family. As
of December 31, 2006, there were 11,650,690 shares of Class A Common
Stock
and 2,350,000 shares of Class B Common Stock outstanding. The percentage
indicated is based upon 14,272,727 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, 54,000 shares of restricted Class
A
Common Stock granted to Mr. Parker subject to certain performance
vesting
and holding provisions, and 218,037 shares underlying Mr. Parker's
currently exercisable options. As a result of the two-class structure,
as
of December 31, 2006, Mr. and Mrs. Parker controlled stock possessing
approximately 46.8% of the voting power of all outstanding Company
stock.
|
(3)
|
Includes
(i) 2,687,567 shares of Class A Common Stock owned by Mr. and Mrs.
Parker
as joint tenants with right of survivorship, (ii) 100,000 shares
of Class
A Common Stock owned by the Parker Family Limited Partnership (of
which
Mr. and Mrs. Parker are the two general partners and possess sole
voting
and investment control), (iii) 54,000 shares of restricted Class
A Common
Stock granted to Mr. Parker subject to certain performance vesting
and
holding provisions, (iv) 14,442 shares of Class A Common Stock allocated
to the account of Mr. Parker under the Company's 401(k) plan, (v)
18,250,
10,000, 7,206, 10,000, 110,000, 10,000, 10,000, 6,891, 10,000, 10,000,
5,690, and 10,000 shares of Class A Common Stock that Mr. Parker
does not
yet own, but with respect to which Mr. Parker has currently exercisable
options to purchase for $12.375, $13.00, $13.125, $12.1875, $8.00,
$16.79,
$15.39, $17.30, $17.63, $15.71, $21.43, and $13.64 per share,
respectively, and (vi) 2,350,000 shares of Class B Common Stock,
which is
not registered under Section 12 of the Securities Exchange Act of
1934.
There are no additional options to purchase that are exercisable
within
sixty days.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
|
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more
than five percent of the class of securities, check the following
[ ].
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person
|
N/A
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company
|
N/A
|
Item
8.
|
Identification
and Classification of Members of the Group
|
N/A
|
Item
9.
|
Notice
of Dissolution of Group
|
N/A
|
Item
10.
|
Certification
|
N/A
|
February
12, 2007
|
|
Date
|
|
/s/
David R. Parker
|
|
Signature
|
|
David
R. Parker, Individually
|
|
Name/Title
|
|
/s/
Jacqueline F. Parker
|
|
Signature
|
|
Jacqueline
F. Parker, Individually
|
|
Name/Title
|
Exhibit
1
|
Joint
Filing Agreement*
|
*
Incorporated by reference to the Schedule 13G/A filed by the parties
on
February 7, 2000.
|