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) [X]
(b) [ ]
|
||
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
53,582,115(1)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
53,582,115 (1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
60,343,515(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
42.7%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
Includes shares of the Issuer's class A common stock, par value $0.01 per share ("Class A Common Stock") and shares of the Issuer's class B common stock, par value $0.01 per share ("Class B 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.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|
(2)
|
Includes 6,761,400 shares of Class A Common Stock beneficially owned by Cactus Holding Company II, LLC ("Cactus Holding II"), an affiliate of Mr. and Mrs. Moyes, that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the second anniversary of sale. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.
|
|
(3)
|
The percentage indicated is based upon 141,199,536 shares outstanding as of April 29, 2014, which includes 88,757,598 shares of Class A Common Stock and 52,441,938 shares of Class B Common Stock outstanding as of April 29, 2014, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 7, 2014. 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. After giving effect to the conversion of 1,450,000 shares of Class B Common Stock to an equal number of shares of Class A Common Stock pursuant to the New Sale and Repurchase Agreement (as defined below), the shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 57.9% of the total voting power. As indicated in footnote 2 above, the number of shares beneficially owned by the Reporting Person includes 6,761,400 shares of Class A Common Stock subject to the New Sale and Repurchase Agreement which the Reporting Person does not currently have the right to vote. The total number of shares of Class A Common Stock and Class B Common Stock that the Reporting Person currently has the right to vote represent 54.4% of the total voting power of the Issuer’s outstanding Class A Common Stock and Class B Common Stock.
|
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) [X]
(b) [ ]
|
||
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
53,582,115 (1)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
53,582,115 (1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
60,343,515(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
42.7%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
Includes shares of Class A Common Stock and Class B 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.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|
(2)
|
Includes 6,761,400 shares of Class A Common Stock beneficially owned by Cactus Holding II that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the second anniversary of sale. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.
|
|
(3)
|
The percentage indicated is based upon 141,199,536 shares outstanding as of April 29, 2014, which includes 88,757,598 shares of Class A Common Stock and 52,441,938 shares of Class B Common Stock outstanding as of April 29, 2014, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 7, 2014. 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. After giving effect to the conversion of 1,450,000 shares of Class B Common Stock to an equal number of shares of Class A Common Stock pursuant to the New Sale and Repurchase Agreement, the shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 57.9% of the total voting power. As indicated in footnote 2 above, the number of shares beneficially owned by the Reporting Person includes 6,761,400 shares of Class A Common Stock subject to the New Sale and Repurchase Agreement which the Reporting Person does not currently have the right to vote. The total number of shares of Class A Common Stock and Class B Common Stock that the Reporting Person currently has the right to vote represent 54.4% of the total voting power of the Issuer’s outstanding Class A Common Stock and Class B Common Stock.
|
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) [X]
(b) [ ]
|
||
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
53,582,015 (1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
53,582,015 (1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
60,343,515(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
42.7%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
Includes shares of Class A Common Stock and 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.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the Reporting Person, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|
(2)
|
Includes 6,761,400 shares of Class A Common Stock beneficially owned by Cactus Holding II that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the second anniversary of sale. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.
Includes 100 shares of Class A Common Stock held by Jerry Moyes in his individual capacity. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person's involvement in the VPF Contract, as described in Item 3 hereof.
|
|
(3)
|
The percentage indicated is based upon 141,199,536 shares outstanding as of April 29, 2014, which includes 88,757,598 shares of Class A Common Stock and 52,441,938 shares of Class B Common Stock outstanding as of April 29, 2014, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 7, 2014. 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. After giving effect to the conversion of 1,450,000 shares of Class B Common Stock to an equal number of shares of Class A Common Stock pursuant to the New Sale and Repurchase Agreement, the shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 57.9% of the total voting power. As indicated in footnote 2 above, the number of shares beneficially owned by the Reporting Person includes 6,761,400 shares of Class A Common Stock subject to the New Sale and Repurchase Agreement which the Reporting Person does not currently have the right to vote. The total number of shares of Class A Common Stock and Class B Common Stock that the Mr. and Mrs. Moyes currently have the right to vote represent 54.4% of the total voting power of the Issuer’s outstanding Class A Common Stock and Class B Common Stock.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cactus Holding Company II, LLC (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
9,410,167(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
9,410,167 (1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,171,567(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
11.5%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
Includes 6,820,090 shares of Class B Common Stock and 2,590,077 shares of Class A Common Stock. Mr. and Mrs. Moyes have voting and dispositive power over the shares.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the Reporting Person, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|
(2)
|
Includes 6,761,400 shares of Class A Common Stock beneficially owned by Cactus Holding II that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the second anniversary of sale. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.
|
|
(3)
|
The percentage indicated is based upon 141,199,536 shares outstanding as of April 29, 2014, which includes 88,757,598 shares of Class A Common Stock and 52,441,938 shares of Class B Common Stock outstanding as of April 29, 2014, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 7, 2014. 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. After giving effect to the conversion of 1,450,000 shares of Class B Common Stock to an equal number of shares of Class A Common Stock pursuant to the New Sale and Repurchase Agreement, the shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 12.0% of the total voting power. As indicated in footnote 2 above, the number of shares beneficially owned by the Reporting Person includes 6,761,400 shares of Class A Common Stock subject to the New Sale and Repurchase Agreement which the Reporting Person does not currently have the right to vote. The total number of shares of Class A Common Stock and Class B Common Stock that the Reporting Person currently has the right to vote represent 8.4% of the total voting power of the Issuer’s outstanding Class A Common Stock and Class B Common Stock.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
M Capital Group Investors, LLC (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
17,958,799(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
17,958,799(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,958,799(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)
12.7%(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.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the Reporting Person, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|
(2)
|
The percentage indicated is based upon 141,199,536 shares outstanding as of April 29, 2014, which includes 88,757,598 shares of Class A Common Stock and 52,441,938 shares of Class B Common Stock outstanding as of April 29, 2014, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 7, 2014. 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. After giving effect to the conversion of 1,450,000 shares of Class B Common Stock to an equal number of shares of Class A Common Stock pursuant to the New Sale and Repurchase Agreement, the shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 18.7% of the total voting power.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cactus Holding Company, LLC (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
17,958,799(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
17,958,799(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,958,799(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)
12.7%(2)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
Includes shares of Class B Common Stock held by M Capital Group Investors, LLC, of which the Reporting Person is a member. Mr. and Mrs. Moyes have voting and dispositive power over the shares.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the Reporting Person, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|
(2)
|
The percentage indicated is based upon 141,199,536 shares outstanding as of April 29, 2014, which includes 88,757,598 shares of Class A Common Stock and 52,441,938 shares of Class B Common Stock outstanding as of April 29, 2014, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 7, 2014. 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. After giving effect to the conversion of 1,450,000 shares of Class B Common Stock to an equal number of shares of Class A Common Stock pursuant to the New Sale and Repurchase Agreement, the shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 18.7% of the total voting power.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
M Capital Group Investors II, LLC (46-3644539)
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
|
||
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
26,213,049(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
26,213,049(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
60,343,515(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
42.7%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
Includes shares of Class A and Class B Common Stock.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the Reporting Person, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|
(2)
|
Includes 34,130,466 shares of Class A Common Stock and Class B Common Stock beneficially owned by Mr. Moyes and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person's participation in the VPF Contract as described in Item 3 hereof.
|
|
(3)
|
The percentage indicated is based upon 141,199,536 shares outstanding as of April 29, 2014, which includes 88,757,598 shares of Class A Common Stock and 52,441,938 shares of Class B Common Stock outstanding as of April 29, 2014, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 7, 2014. 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. After giving effect to the conversion of 1,450,000 shares of Class B Common Stock to an equal number of shares of Class A Common Stock pursuant to the New Sale and Repurchase Agreement, the shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 57.9% of the total voting power. The number of shares beneficially owned by the Reporting Person includes 6,761,400 shares of Class A Common Stock subject to the New Sale and Repurchase Agreement which the Reporting Persons do not currently have the right to vote. The total number of shares of Class A Common Stock and Class B Common Stock that the Mr. and Mrs. Moyes currently have the right to vote represent 54.4% of the total voting power of the Issuer’s outstanding Class A Common Stock and Class B Common Stock.
|
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) [X]
(b) [ ]
|
||
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
0
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
60,343,515(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)
42.7%(2)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
Includes shares of Class A Common Stock and Class B Common Stock beneficially owned by Jerry Moyes and Vickie Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person's involvement with the VPF Contract, as described in Item 3 hereof.
|
||
(2)
|
The percentage indicated is based upon 141,199,536 shares outstanding as of April 29, 2014, which includes 88,757,598 shares of Class A Common Stock and 52,441,938 shares of Class B Common Stock outstanding as of April 29, 2014, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 7, 2014. 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. After giving effect to the conversion of 1,450,000 shares of Class B Common Stock to an equal number of shares of Class A Common Stock pursuant to the New Sale and Repurchase Agreement, the shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 57.9% of the total voting power. The number of shares beneficially owned by the Reporting Person includes 6,761,400 shares of Class A Common Stock subject to the New Sale and Repurchase Agreement which the Reporting Persons do not currently have the right to vote. The total number of shares of Class A Common Stock and Class B Common Stock that the Mr. and Mrs. Moyes currently have the right to vote represent 54.4% of the total voting power of the Issuer’s outstanding Class A Common Stock and Class B Common Stock.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Lyndee Moyes Nester
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
|
||
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
0
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
60,343,515(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)
42.7%(2)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
Includes shares of the Issuer's Class A and Class B Common Stock beneficially owned by Jerry Moyes and Vickie Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person's involvement with the VPF Contract, as described in Item 3 hereof.
|
|||
(2)
|
The percentage indicated is based upon 141,199,536 shares outstanding as of April 29, 2014, which includes 88,757,598 shares of Class A Common Stock and 52,441,938 shares of Class B Common Stock outstanding as of April 29, 2014, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 7, 2014. 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. After giving effect to the conversion of 1,450,000 shares of Class B Common Stock to an equal number of shares of Class A Common Stock pursuant to the New Sale and Repurchase Agreement, the shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 57.9% of the total voting power. The number of shares beneficially owned by the Reporting Person includes 6,761,400 shares of Class A Common Stock subject to the New Sale and Repurchase Agreement which the Reporting Persons do not currently have the right to vote. The total number of shares of Class A Common Stock and Class B Common Stock that the Mr. and Mrs. Moyes currently have the right to vote represent 54.4% of the total voting power of the Issuer’s outstanding Class A Common Stock and Class B Common Stock.
|
Jerry Moyes, Vickie Moyes, the Jerry and Vickie Moyes Family Trust Dated 12/11/87, and Michael Moyes previously filed on Schedule 13G pursuant to the provisions of Rule 13d-1(d).
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
(a)
|
There is no contemplated acquisition or disposition of additional securities of the Issuer.
|
|
(b)
|
There is no extraordinary corporate transaction contemplated.
|
|
(c)
|
There is no contemplated sale or transfer of material assets by Issuer or any subsidiaries.
|
|
(d)
|
There is no contemplated change in board of directors or management of Issuer.
|
|
(e)
|
There is no contemplated change in Issuer's capitalization or dividend policy.
|
|
(f)
|
There is no contemplated material change in Issuer's business or corporate structure.
|
|
(g)
|
There is no contemplated change in Issuer's charter, bylaws, or instruments.
|
|
(h)
|
There is no contemplated action affecting the NYSE listing of Issuer's Common Stock.
|
|
(i)
|
There is no contemplated action terminating registration of Issuer's Common Stock.
|
|
(j)
|
There is no contemplated action similar to any enumerated in (a) through (i) above.
|
Item 5.
|
Interest in Securities of the Issuer.
|
1.
|
Includes 88,757,598 shares of Class A Common Stock and 52,441,938 shares of Class B Common Stock outstanding as of April 29, 2014, as reported in the Issuer's Quarterly Report on Form 10-Q filed May 7, 2014.
|
2.
|
The percentage indicated is based upon 141,199,536 shares outstanding as of April 29, 2014, which includes 88,757,598 shares of Class A Common Stock and 52,441,938 shares of Class B Common Stock outstanding as of April 29, 2014, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 7, 2014. 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. After giving effect to the conversion of 1,450,000 shares of Class B Common Stock to an equal number of shares of Class A Common Stock pursuant to the New Sale and Repurchase Agreement, the shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Persons represent 57.9% of the total voting power. This figure represents a decrease from 58.4%, which was the last reported aggregate total voting power of all the shares held by the Reporting Persons. As indicated in footnote 3 below, the number of shares beneficially owned by the Reporting Persons includes 6,761,400 shares of Class A Common Stock subject to the New Sale and Repurchase Agreement which the Reporting Persons do not currently have the right to vote. The total number of shares of Class A Common Stock and Class B Common Stock that the Reporting Persons currently have the right to vote represent 54.4% of the total voting power of the Issuer’s outstanding Class A Common Stock and Class B Common Stock.
|
3.
|
Includes 6,761,400 shares of Class A Common Stock beneficially owned by Cactus Holding II that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the second anniversary of sale. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.
|
4.
|
Includes 2,590,177 shares of Class A Common Stock and 50,991,938 shares of Class B Common Stock.
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, and (ii) shares held directly and indirectly by the Moyes Trust or entities controlled by the Moyes Trust (including Cactus Holding I, Cactus Holding II, M Capital I, and M Capital II) and over which Mr. and Mrs. Moyes, as co-trustees of the Moyes Trust, share voting and dispositive power. For further details, please refer to the beneficial ownership tables at the beginning of this amended Schedule 13D.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
5.
|
Includes shares of Class A Common Stock and Class B Common Stock beneficially owned by Mr. Moyes and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person's involvement in the VPF Contract.
|
Item 6.
|
Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.
|
6.
|
Includes shares of Class A Common Stock and Class B Common Stock beneficially owned by Mr. Moyes and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person's participation in the VPF Contract.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit 1
|
Joint Filing Agreement, dated October 7, 2013, by and among the Reporting Persons, incorporated by reference to Exhibit 1 of Schedule 13D/A filed with the Securities and Exchange Commission on October 8, 2013
|
|
Exhibit 2
|
Power of Attorney of M Capital Group Investors II, LLC, incorporated by reference to Exhibit 2 of Schedule 13D/A filed with the Securities and Exchange Commission on October 8, 2013
|
|
Exhibit 3
|
Power of Attorney of Lyndee Moyes Nester, incorporated by reference to Exhibit 3 of Schedule 13D/A filed with the Securities and Exchange Commission on October 8, 2013
|
|
Exhibit 4
|
Power of Attorney of Cactus Holding Company, LLC, incorporated by reference to Exhibit 2 of Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011
|
|
Exhibit 5
|
Power of Attorney of Cactus Holding Company II, LLC, incorporated by reference to Exhibit 3 of Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011
|
|
Exhibit 6
|
Power of Attorney of M Capital Group Investors, LLC, incorporated by reference to Exhibit 4 of Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011
|
|
Exhibit 7
|
Power of Attorney of Jerry Moyes, Vickie Moyes, and the Jerry and Vickie Moyes Family Trust, incorporated by reference to Exhibit 2 of Schedule 13G filed with the Securities and Exchange Commission on December 23, 2010.
|
|
Exhibit 8
|
Power of Attorney of Michael Moyes, incorporated by reference to Exhibit 3 of Schedule 13G filed with the Securities and Exchange Commission on December 23, 2010
|
|
Securities Sale and Repurchase Agreement dated May 30, 2014, between Cactus Holding Company II, LLC, and Citigroup Global Markets Limited, represented by Citigroup Global Markets Inc. as its agent.
|
JERRY MOYES, individually
|
|
/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
VICKIE MOYES, individually
|
|
/s/ Vickie Moyes, by Earl H. Scudder, 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 Earl H. Scudder, 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 Earl H. Scudder, 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 Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
M CAPITAL GROUP INVESTORS, LLC, by Jerry Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust
|
|
/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
CACTUS HOLDING COMPANY, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust
|
|
/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
M CAPITAL GROUP INVESTORS II, LLC, by Jerry Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust
|
|
/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
MICHAEL MOYES, individually
|
|
/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
LYNDEE MOYES NESTER, individually
|
|
/s/ Lyndee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
Bank/Institution Name:
|
State Street Bank
|
ABA Routing Number:
|
011000028
|
Account Number:
|
0041178
|
Account Name:
|
Deutsche Bank Trust Co. Americas
|
FBO:
|
Equities First Holdings LLC/# 630841
|
DTC Participant Name:
|
Citigroup Inc.
|
DTC Participant #:
|
0418
|
Account #:
|
768-08121-2-5
|
Account Name:
|
Citigroup Global Markets Inc.
|
DTC Participant Name:
|
Citigroup Global Markets Inc.
|
DTC Participant #:
|
0274
|
Account #:
|
To be provided.
|
Account Name:
|
To be provided.
|
Bank/Institution Name:
|
Arizona Business Bank
|
ABA Routing Number:
|
122105540
|
Account Number:
|
3417077
|
Account Name:
|
Cactus Holding Company II, LLC
|
|
(i)
|
first, to the payment of any fees due under the Transaction Documents;
|
|
(ii)
|
second, to the payment of any accrued and unpaid Price Differential; and
|
|
(iii)
|
third, to the payment of the outstanding Repurchase Price, in each case subject to the conditions set forth below.
|
DTC Participant Name:
|
Raymond James
|
DTC Participant #:
|
0725
|
Account #:
|
15592044
|
Account Name:
|
Cactus Holding Company II, LLC
|
TO SELLER:
|
WITH A COPY TO:
|
Cactus Holding Company II, LLC
P.O. Box 1397
Tolleson, AZ 85353
Attn: Elly Penrod
Telephone: 623-907-7388
Facsimile: 602-275-6417
Email: epenrod@moyestpi.com
|
Scudder Law Firm, P.C., LLO
411 South 13th Street—Suite 200
Lincoln, NE 68520
Attn: Earl Scudder
Telephone: 402-435-3223
Facsimile: 402-435-4239
Email: escudder@scudderlaw.com
|
TO BUYER:
|
WITH A COPY TO:
|
Citigroup Global Markets Limited
c/o Citigroup Global Markets Inc., as agent
390 Greenwich Street
New York, NY 10013
Attn: Herman Hirsch,
James Heathcote and
Bradley Diener
Telephone: 212-723-7623
Email: herman.hirsch@citi.com
james.heathcote@citi.com
bradley.diener@citi.com
|
Citigroup Global Markets Limited
c/o Citigroup Global Markets Inc., as agent
388 Greenwich Street, 17th Floor
New York, NY 10013
Attn: Alexia Breuvart – Equity Derivatives Legal
Telephone: 212-816-0550
Email: alexia.breuvart@citi.com
|
SELLER:
|
|
CACTUS HOLDING COMPANY II, LLC
By: Jerry And Vickie Moyes Family Trust, its Manager
|
|
By:
|
/s/ Jerry C. Moyes |
Name:
|
Jerry C. Moyes
|
Title:
|
Co-Trustee of the Manager
|
By:
|
/s/ Vickie Moyes |
Name:
|
Vickie Moyes
|
Title:
|
Co-Trustee of the Manager
|
BUYER:
|
|
CITIGROUP GLOBAL MARKETS INC., as agent for
CITIGROUP GLOBAL MARKETS LIMITED
|
|
By:
|
/s/ James Heathcote |
Authorized Signatory
|
BUYER:
|
|
CITIGROUP GLOBAL MARKETS LIMITED
|
|
By:
|
/s/ Sophie Lecoq |
Authorized Signatory
|
|
Sophie Lecoq | |
Managing Director |