COVENANT LOGISTICS GROUP, INC. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   The table below sets forth information with respect to purchases of our Class A common stock made by us during the quarter ended September 30, 2021:   Period   (a) Total Number of Shares Purchased     (b) Average Price Paid per Share     (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)     (d) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (1)   July 1-30, 2021     -     $ -       -     $ 31,621,977   August 1-31, 2021     -       -       -       40,000,000   September 1-30, 2021     86,132       23.00       86,132       38,018,964   Total     86,132               86,132     $ 38,018,964     (1) On January 25, 2021, our Board approved the repurchase of up to $40.0 million of our outstanding Class A common stock. Under such authorization, we repurchased 0.5 million shares of our Class A common stock for $8.4 million between January 2021 and April 2021. On August 5, 2021, our Board increased such authorization to $40.0 million. On August 9, 2021, we commenced a modified Dutch tender offer to purchase for cash shares of our Class A common stock for an aggregate purchase price of not more than $40.0 million and at a price per share of not less than $21.00 and not more than $23.00 per share. The tender offer expired on September 3, 2021. Through the tender offer, we accepted for purchase 86,132 shares of our common stock at a purchase price of $23.00 per share for an aggregate purchase price of approximately $2.0 million, excluding fees and expenses. We have the ability to repurchase up to $38.0 million of our outstanding Class A common stock under the current stock repurchase program as circumstances warrant based on market conditions, cash flow requirements, securities law limitations, and other factors.   The payment of cash dividends is currently limited by our financing arrangements, including certain covenants under our Credit Facility.     ITEM 3 . DEF AU LTS UPON SENIOR SECURITIES   Not applicable.     ITEM 4. MINE SAFETY DISCLOSURES   Not applicable.     ITEM 5. O THER I NFORMATION   Not applicable.   Page 41 Table of Contents     ITEM 6.       EXHIBITS   Exhibit Number   Reference   Description 3.1 (1) Third Amended and Restated Articles of Incorporation 3.2 (2) Sixth Amended and Restated Bylaws 4.1 (1) Third Amended and Restated Articles of Incorporation 4.2 (2) Sixth Amended and Restated Bylaws 31.1 # Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by David R. Parker, the Company's Principal Executive Officer 31.2 # Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Joey B. Hogan, the Company's Principal Financial Officer 32.1 ## Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by David R. Parker, the Company's Chief Executive Officer 32.2 ## Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Joey B. Hogan, the Company's Principal Financial Officer 101.INS   Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH   Inline XBRL Taxonomy Extension Schema Document 101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB   Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document 104   Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101) References:     (1) Incorporated by reference to Exhibit 3.1 to the Company's Report on Form 8-K, filed July 2, 2020. (2) Incorporated by reference to Exhibit 3.2 to the Company's Report on Form 8-K, filed August 9, 2021. # Filed herewith. ## Furnished herewith.   Page 42 Table of Contents   SIGNATURE   Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.       COVENANT LOGISTICS GROUP, INC.         Date: November 5, 2021 By: /s/ Joey B. Hogan     Joey B. Hogan     President and Principal Financial Officer in his capacity as such and as a duly authorized officer on behalf of the issuer     Page 43