UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 11)*
COVENANT
TRANSPORTATION GROUP, INC.
(Name of
Issuer)
CLASS
A COMMON STOCK, PAR VALUE $.01
(Title of
Class of Securities)
22284P105
(CUSIP
Number)
December
31, 2007
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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[ ]
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Rule
13d-1(b)
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[ ]
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Rule
13d-1(c)
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[X]
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Rule
13d-1(d)
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*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 the
disclosures provided in a prior cover page.
The
information required in 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).
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 control
number.
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CUSIP
No.
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22284P105
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1.
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
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David
R. Parker and Jacqueline F. Parker(1)
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2.
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Check
the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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United
States of America
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Number
of
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5.
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Sole
Voting Power
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5,430,271(2)
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Shares
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|||
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Beneficially
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6.
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Shared
Voting Power
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0
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Owned
by
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|||
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Each
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7.
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Sole
Dispositive Power
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5,430,271(2)
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Reporting
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|||
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Person
With:
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8.
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Shared
Dispositive Power
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0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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5,430,271(2)
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10.
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
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38%(3)
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12.
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Type
of Reporting Person (See Instructions)
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IN
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(1)
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Shares
reported are based upon the December 31, 2007 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) 58,000 shares of restricted Class A Common Stock granted to Mr. Parker
subject to certain performance vesting and holding provisions, (ii) 16,667
shares of Class A Common Stock allocated to the account of Mr. Parker
under the 401(k) plan of Covenant Transportation Group, Inc. (the
“Company”), (iii) 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, (iv) 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), and (v) 460,617 shares of Class A Common Stock owned
by the David R. Parker 2005 Trust (of which Mr. Parker is the sole
lifetime beneficiary and Mrs. Parker is the trustee).
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(2)
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Includes
(i) 2,226,950 shares of Class A Common Stock owned by Mr. and Mrs. Parker
as joint tenants with rights 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) 58,000 shares of restricted Class A Common
Stock granted to Mr. Parker subject to certain performance vesting and
holding provisions, (iv) 16,667 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, (vi) 2,350,000 shares of Class B Common Stock, which is
not registered under Section 12 of the Securities Exchange Act of 1934,
and (vii) 460,617 shares of Class A Common Stock owned by the David R.
Parker 2005 Trust (of which Mr. Parker is the sole lifetime beneficiary
and Mrs. Parker is the trustee). There are no additional
options to purchase that are exercisable within sixty
days.
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(3)
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The
Company 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 (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 December 31,
2007, there were 11,676,298 shares of Class A Common Stock and 2,350,000
shares of Class B Common Stock outstanding. The percentage
indicated is based upon 14,302,335 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, 58,000 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, Mr. and Mrs. Parker controlled stock possessing approximately
46.7% of the voting power of all outstanding Company stock as of December
31, 2007.
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Item
1.
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(a)
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Name
of Issuer
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Covenant
Transportation Group, Inc.
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(b)
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Address
of Issuer's Principal Executive Offices
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400
Birmingham Highway
Chattanooga,
TN 37419
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Item
2.
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(a)
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Name
of Person Filing
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David
R. Parker and Jacqueline F. Parker(1)
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(b)
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Address
of Principal Business Office or, if none, Residence
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400
Birmingham Highway
Chattanooga,
TN 37419
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(c)
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Citizenship
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United
States of America
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(d)
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Title
of Class of Securities
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Class
A Common Stock, par value $.01 per share(2)
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(e)
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CUSIP
Number
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22284P105
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Item
3.
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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:
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N/A
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Item
4.
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Ownership
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Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
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5,430,271(3)
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(b)
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Percent
of class:
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38%(2)
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
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5,430,271(3)
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(ii)
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Shared
power to vote or to direct the vote
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0
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(iii)
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Sole
power to dispose or to direct the disposition of
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5,430,271(3)
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(iv)
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Shared
power to dispose or to direct the disposition of
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0
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(1)
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Shares
reported are based upon the December 31, 2007 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) 58,000 shares of restricted Class A Common Stock granted to Mr. Parker
subject to certain performance vesting and holding provisions, (ii) 16,667
shares of Class A Common Stock allocated to the account of Mr. Parker
under the Company's 401(k) plan, (iii) 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, (iv) 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), and (v) 460,617 shares of Class A Common
Stock owned by the David R. Parker 2005 Trust (of which Mr. Parker is the
lifetime beneficiary and Mrs. Parker is the trustee).
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(2)
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The
Company 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 (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 December 31,
2007, there were 11,676,298 shares of Class A Common Stock and 2,350,000
shares of Class B Common Stock outstanding. The percentage
indicated is based upon 14,302,335 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, 58,000 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, Mr. and Mrs. Parker controlled stock possessing approximately
46.7% of the voting power of all outstanding Company stock as of December
31, 2007.
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(3)
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Includes
(i) 2,226,950 shares of Class A Common Stock owned by Mr. and Mrs. Parker
as joint tenants with rights 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) 58,000 shares of restricted Class A Common
Stock granted to Mr. Parker subject to certain performance vesting and
holding provisions, (iv) 16,667 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, (vi) 2,350,000 shares of Class B Common Stock, which is not
registered under Section 12 of the Securities Exchange Act of 1934, and
(vii) 460,617 shares of Class A Common Stock owned by the David R. Parker
2005 Trust (of which Mr. Parker is the sole lifetime beneficiary and Mrs.
Parker is the trustee). There are no additional options to
purchase that are exercisable within sixty
days.
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Item
5.
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Ownership
of Five Percent or Less of a Class
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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
[ ].
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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N/A
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
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N/A
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Item
8.
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Identification
and Classification of Members of the Group
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N/A
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Item
9.
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Notice
of Dissolution of Group
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N/A
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Item
10.
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Certification
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N/A
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct, and
that this statement is filed on behalf of myself and the other signatories
hereto.
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February
11, 2008
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Date
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| /s/ David R. Parker | |
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Signature
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David
R. Parker, Individually
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Name/Title
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| /s/ Jacqueline F. Parker | |
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Signature
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Jacqueline
F. Parker, Individually
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Name/Title
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EXHIBIT
INDEX
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Exhibit
1
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Joint
Filing Agreement*
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*
Incorporated by reference to the Schedule 13G/A filed by the parties on
February 7, 2000.
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