1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jerry Moyes
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
AF, BK, PF, OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
55,975,067(1)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
55,975,067(1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
55,975,067(1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
40.1%(2)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
Includes shares of the Issuer's Class A and Class B Common Stock (the "Common Stock") held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power and shares held by Mr. and Mrs. Moyes through their ownership of various entities and a trust for their benefit and over which they share voting and dispositive power over such shares. Of the shares included herein, 19,704,618 shares of Class B Common Stock have been pledged to a trust (the "Trust") in connection with a private placement of the Trust's mandatory common exchange securities (the "Stockholder Offering"). Such shares of Class B Common Stock represent an equal number of shares of Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the Stockholder Offering, subject to the option to settle the obligations to the Trust in cash. The Reporting Person will continue to have the right to vote the pledged shares until delivery.
|
(2)
|
The percentage indicated is based upon 139,476,057 shares outstanding as of May 6, 2011, which includes 79,359,344 shares of Class A Common Stock and 60,116,713 shares of Class B Common Stock outstanding as of May 6, 2011, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 12, 2011. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class B Common Stock beneficially owned by the Reporting Person represent 56.1% of the total voting power as of May 6, 2011.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Vickie Moyes
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
AF, BK, PF, OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
55,975,067(1)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
55,975,067(1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
55,975,067(1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
40.1%(2)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
Includes shares of Common Stock held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power and shares held by Mr. and Mrs. Moyes through their ownership of various entities and a trust for their benefit and over which they share voting and dispositive power over such shares. Of the shares included herein, 19,704,618 shares of Class B Common Stock have been pledged to the Trust in connection with the Stockholder Offering. Such shares of Class B Common Stock represent an equal number of shares of Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the Stockholder Offering, subject to the option to settle the obligations to the Trust in cash. The Reporting Person will continue to have the right to vote the pledged shares until delivery.
|
(2)
|
The percentage indicated is based upon 139,476,057 shares outstanding as of May 6, 2011, which includes 79,359,344 shares of Class A Common Stock and 60,116,713 shares of Class B Common Stock outstanding as of May 6, 2011, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 12, 2011. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class B Common Stock beneficially owned by the Reporting Person represent 56.1% of the total voting power as of May 6, 2011.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jerry and Vickie Moyes Family Trust Dated 12/11/87 (the "Moyes Trust")
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
AF, BK, PF, OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Arizona
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
47,383,552(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
47,383,552(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
47,383,552(1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
34.0%(2)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
Includes shares of Class B Common Stock. Mr. and Mrs. Moyes are co-trustees of the Moyes Trust and hold the voting and dispositive power over the shares. Of the shares included herein, 11,113,203 shares of Class B Common Stock have been pledged to the Trust in connection with the Stockholder Offering. Such shares of Class B Common Stock represent an equal number of shares of Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the Stockholder Offering, subject to the option to settle the obligations to the Trust in cash. The Reporting Person will continue to have the right to vote the pledged shares until delivery.
|
(2)
|
The percentage indicated is based upon 139,476,057 shares outstanding as of May 6, 2011, which includes 79,359,344 shares of Class A Common Stock and 60,116,713 shares of Class B Common Stock outstanding as of May 6, 2011, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 12, 2011. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class B Common Stock beneficially owned by the Reporting Person represent 47.5% of the total voting power as of May 6, 2011.
|
1.
|
Names of Reporting Persons:
Cactus Holding Company II, LLC
I.R.S. Identification Nos. of above persons (entities only):
27-4510310
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Alaska
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
12,291,567(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
12,291,567(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,291,567(1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
8.8%(2)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
Includes shares of Class B Common Stock. Mr. and Mrs. Moyes have voting and dispositive power over the shares.
|
(2)
|
The percentage indicated is based upon 139,476,057 shares outstanding as of May 6, 2011, which includes 79,359,344 shares of Class A Common Stock and 60,116,713 shares of Class B Common Stock outstanding as of May 6, 2011, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 12, 2011. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class B Common Stock beneficially owned by the Reporting Person represent 12.3% of the total voting power as of May 6, 2011.
|
1.
|
Names of Reporting Persons:
M Capital Group Investors, LLC
I.R.S. Identification Nos. of above persons (entities only):
45-2614711
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
23,978,782(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
23,978,782(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
23,978,782(1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
17.2%(2)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
Includes shares of Class B Common Stock. Mr. and Mrs. Moyes have voting and dispositive power over the shares.
|
(2)
|
The percentage indicated is based upon 139,476,057 shares outstanding as of May 6, 2011, which includes 79,359,344 shares of Class A Common Stock and 60,116,713 shares of Class B Common Stock outstanding as of May 6, 2011, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 12, 2011. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class B Common Stock beneficially owned by the Reporting Person represent 24.0% of the total voting power as of May 6, 2011.
|
1.
|
Names of Reporting Persons:
Cactus Holding Company, LLC
I.R.S. Identification Nos. of above persons (entities only):
27-4438129
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Alaska
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
23,978,782(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
23,978,782(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
23,978,782(1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
17.2%(2)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1) |
Includes shares of Class B Common Stock. Mr. and Mrs. Moyes have voting and dispositive power over the shares.
|
(2)
|
The percentage indicated is based upon 139,476,057 shares outstanding as of May 6, 2011, which includes 79,359,344 shares of Class A Common Stock and 60,116,713 shares of Class B Common Stock outstanding as of May 6, 2011, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 12, 2011. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class B Common Stock beneficially owned by the Reporting Person represent 24.0% of the total voting power as of May 6, 2011.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael Moyes
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
3,451,455(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
3,451,455(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,451,455(1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
2.5%(2)(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
Includes shares of Class B Common Stock owned by various trusts for the benefit of the children of Mr. and Mrs. Moyes and over which the Reporting Person serves as the trustee and has sole voting and dispositive power over such shares. All shares reported above represent shares of Class B Common Stock that have been pledged to the Trust in connection with the Stockholder Offering. Such shares of Class B Common Stock represent an equal number of shares of Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the Stockholder Offering, subject to the option to settle the obligations to the Trust in cash. The Reporting Person will continue to have the right to vote the pledged shares until delivery.
|
(2)
|
Excludes shares of Common Stock held by the Michael J. Moyes Trust, of which the Reporting Person is the beneficiary, but does not have voting or dispositive control over such shares.
|
(3)
|
The percentage indicated is based upon 139,476,057 shares outstanding as of May 6, 2011, which includes 79,359,344 shares of Class A Common Stock and 60,116,713 shares of Class B Common Stock outstanding as of May 6, 2011, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 12, 2011. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class B Common Stock beneficially owned by the Reporting Person represent 3.5% of the total voting power as of May 6, 2011.
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds of Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.
|
1.
|
Includes 79,359,344 shares of Class A Common Stock and 60,116,713 shares of Class B Common Stock outstanding as of May 6, 2011, as reported in the Issuer's Quarterly Report on Form 10-Q filed May 12, 2011.
|
2.
|
Includes (i) shares held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power, (ii) shares held directly and indirectly by the Moyes Trust or entities controlled by the Moyes Trust and over which Mr. and Mrs. Moyes, as co-trustees of the Moyes Trust, share voting and dispositive power, and (iii) shares held through trusts established for the benefit of Mr. and Mrs. Moyes' children, over which Michael Moyes serves as sole trustee and has sole voting and dispositive power.
|
3.
|
With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class B Common Stock beneficially owned by the Reporting Persons represent 59.5% of the total voting power as of May 6, 2011.
|
Item 7.
|
Material to be Filed as Exhibits.
|
JERRY MOYES, individually
|
|
/s/ Jerry Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
VICKIE MOYES, individually
|
|
/s/ Vickie Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Jerry Moyes, as co-trustee
|
|
/s/ Jerry Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Vickie Moyes, as co-trustee
|
|
/s/ Vickie Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
CACTUS HOLDING COMPANY II, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust
|
|
/s/ Vickie Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith
|
|
M CAPITAL GROUP INVESTORS, LLC, by Jerry Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust
|
|
/s/ Jerry Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith
|
|
CACTUS HOLDING COMPANY, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust
|
|
/s/ Vickie Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith
|
|
MICHAEL MOYES, individually
|
|
/s/ Michael Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
JERRY MOYES, individually
|
|
/s/ Jerry Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
VICKIE MOYES, individually
|
|
/s/ Vickie Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Jerry Moyes, as co-trustee
|
|
/s/ Jerry Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Vickie Moyes, as co-trustee
|
|
/s/ Vickie Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
CACTUS HOLDING COMPANY II, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust
|
|
/s/ Vickie Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith
|
|
M CAPITAL GROUP INVESTORS, LLC, by Jerry Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust
|
|
/s/ Jerry Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith
|
|
CACTUS HOLDING COMPANY, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust
|
|
/s/ Vickie Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith
|
|
MICHAEL MOYES, individually
|
|
/s/ Michael Moyes, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
CACTUS HOLDING COMPANY, LLC
|
|
/s/ Vickie Moyes
|
|
Vickie Moyes, co-trustee of the Jerry and Vickie Moyes Family Trust
|
CACTUS HOLDING COMPANY II, LLC
|
|
/s/ Vickie Moyes
|
|
Vickie Moyes, co-trustee of the Jerry and Vickie Moyes Family Trust
|
/s/ Jerry Moyes
|
|
Jerry Moyes, co-trustee of the Jerry and Vickie Moyes Family Trust
|