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)
42.5%(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 142,121,100 shares outstanding as of February 13, 2015, which includes 91,129,162 shares of Class A Common Stock and 50,991,938 shares of Class B Common Stock outstanding as of February 13, 2015, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 20, 2015. 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 A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent approximately 57.7% of the total voting power as of February 13, 2015.
|
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)
42.5%(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 142,121,100 shares outstanding as of February 13, 2015, which includes 91,129,162 shares of Class A Common Stock and 50,991,938 shares of Class B Common Stock outstanding as of February 13, 2015, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 20, 2015. 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 A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent approximately 57.7% of the total voting power as of February 13, 2015.
|
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)
42.5%(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 142,121,100 shares outstanding as of February 13, 2015, which includes 91,129,162 shares of Class A Common Stock and 50,991,938 shares of Class B Common Stock outstanding as of February 13, 2015, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 20, 2015. 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 A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent approximately 57.7% of the total voting power as of February 13, 2015.
|
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)
11.4%(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 142,121,100 shares outstanding as of February 13, 2015, which includes 91,129,162 shares of Class A Common Stock and 50,991,938 shares of Class B Common Stock outstanding as of February 13, 2015, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 20, 2015. 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 A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent approximately 11.9% of the total voting power as of February 13, 2015.
|
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)
12.6%(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 142,121,100 shares outstanding as of February 13, 2015, which includes 91,129,162 shares of Class A Common Stock and 50,991,938 shares of Class B Common Stock outstanding as of February 13, 2015, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 20, 2015. 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 A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent approximately 18.6% of the total voting power as of February 13, 2015.
|
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)
12.6%(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 142,121,100 shares outstanding as of February 13, 2015, which includes 91,129,162 shares of Class A Common Stock and 50,991,938 shares of Class B Common Stock outstanding as of February 13, 2015, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 20, 2015. 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 A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent approximately 18.6% of the total voting power as of February 13, 2015.
|
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)
42.5%(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 142,121,100 shares outstanding as of February 13, 2015, which includes 91,129,162 shares of Class A Common Stock and 50,991,938 shares of Class B Common Stock outstanding as of February 13, 2015, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 20, 2015. 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 A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent approximately 57.7% of the total voting power as of February 13, 2015.
|
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)
42.5%(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 142,121,100 shares outstanding as of February 13, 2015, which includes 91,129,162 shares of Class A Common Stock and 50,991,938 shares of Class B Common Stock outstanding as of February 13, 2015, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 20, 2015. 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 A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent approximately 57.7% of the total voting power as of February 13, 2015.
|
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)
42.5%(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 142,121,100 shares outstanding as of February 13, 2015, which includes 91,129,162 shares of Class A Common Stock and 50,991,938 shares of Class B Common Stock outstanding as of February 13, 2015, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 20, 2015. 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 A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent approximately 57.7% of the total voting power as of February 13, 2015.
|
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).
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Item 1.
|
Security and Issuer.
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Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
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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 91,129,162 shares of Class A Common Stock and 50,991,938 shares of Class B Common Stock outstanding as of February 13, 2015, as reported in the Issuer’s Annual Report on Form 10-K filed February 20, 2015.
|
2.
|
The percentage indicated is based upon 142,121,100 shares outstanding as of February 13, 2015, which includes 91,129,162 shares of Class A Common Stock and 50,991,938 shares of Class B Common Stock outstanding as of February 13, 2015, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 20, 2015. 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 A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent approximately 57.7% of the total voting power as of February 13, 2015.
|
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 2,590,077 shares of Class A Common Stock and 50,992,038 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
|
|
Amended and Restated Transaction 1 - Supplemental Confirmation between Citibank, N.A. and M Capital Group Investors II, LLC
|
||
Amended and Restated Transaction 2 - Supplemental Confirmation between Citibank, N.A. and M Capital Group Investors II, LLC
|
||
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
|
Date:
|
February 18, 2015
|
To:
|
M Capital Group Investors II, LLC
2200 South 75th Avenue
Phoenix, AZ 85043
|
Attn:
|
Elly Penrod
|
From:
|
Citibank, N.A.
|
Fax No.:
|
212-615-8985
|
Reference Number:
|
NECOM7958825
|
Trade Date:
|
October 29, 2013
|
Amendment and Restatement Date:
|
February 18, 2015
|
Initial Exchange Date:
|
October 29, 2013
|
Counterparty Initial Payment Amount:
|
An amount in USD equal to (i) the aggregate Number of Shares for all Components multiplied by (ii) the Forward Floor Price multiplied by (iii) the Initial Amount Factor. Counterparty shall pay the Counterparty Initial Payment Amount to Citibank on the Initial Exchange Date.
|
Citibank Initial Delivery Amount:
|
9,732,894 Shares. Citibank shall deliver the Citibank Initial Delivery Amount to Counterparty on the Initial Exchange Date. Section 9.4 of the Equity Definitions shall apply to such delivery date as if it were a Settlement Date.
|
Citibank Initial Payment Amount:
|
An amount in USD equal to (i) the aggregate Number of Shares for all Components multiplied by (ii) the Forward Floor Price multiplied by (iii) the Initial Amount Factor. Citibank shall pay the Citibank Initial Payment Amount to Counterparty on the Initial Exchange Date.
|
Initial Amount Factor:
|
80.9890%
|
Initial Reference Price:
|
USD 22.54
|
Forward Floor Price:
|
USD 22.54
|
Forward Cap Price:
|
USD 34.00
|
Cap Ratio:
|
Not Applicable
|
Final Disruption Date:
|
November 18, 2015
|
Component Number
|
Scheduled Valuation Date
|
Number of Shares
|
1
|
11/4/2015
|
4,566,666
|
2
|
11/5/2015
|
4,566,666
|
3
|
11/6/2015
|
4,566,668
|
Yours sincerely,
|
|||
CITIBANK, N.A.
|
|||
By:
|
/s/ James Heathcote | ||
Authorized Representative
|
M CAPITAL GROUP INVESTORS II, LLC
|
||
By: Jerry And Vickie Moyes Family Trust, its Manager
|
||
By:
|
/s/ Jerry C. Moyes | |
Name: Jerry C. Moyes
|
||
Title: Co-Trustee
|
||
By:
|
/s/ Vickie Moyes | |
Name: Vickie Moyes
|
||
Title: Co-Trustee
|
Date:
|
February 18, 2015
|
To:
|
M Capital Group Investors II, LLC
2200 South 75th Avenue
Phoenix, AZ 85043
|
Attn:
|
Elly Penrod
|
From:
|
Citibank, N.A.
|
Fax No.:
|
212-615-8985
|
Reference Number:
|
NECOM7958827
|
Trade Date:
|
October 29, 2013
|
Amendment and Restatement Date:
|
February 18, 2015
|
Initial Exchange Date:
|
October 29, 2013
|
Counterparty Initial Payment Amount:
|
An amount in USD equal to (i) the aggregate Number of Shares for all Components multiplied by (ii) the USD 20.286 multiplied by (iii) the Initial Amount Factor. Counterparty shall pay the Counterparty Initial Payment Amount to Citibank on the Initial Exchange Date.
|
Citibank Initial Delivery Amount:
|
9,732,893 Shares. Citibank shall deliver the Citibank Initial Delivery Amount to Counterparty on the Initial Exchange Date. Section 9.4 of the Equity Definitions shall apply to such delivery date as if it were a Settlement Date.
|
Citibank Initial Payment Amount:
|
An amount in USD equal to (i) the aggregate Number of Shares for all Components multiplied by (ii) the USD 20.286 multiplied by (iii) the Initial Amount Factor. Citibank shall pay the Citibank Initial Payment Amount to Counterparty on the Initial Exchange Date.
|
Initial Amount Factor:
|
75.6492%
|
Initial Reference Price:
|
USD 22.54
|
Forward Floor Price:
|
USD 23.30
|
Forward Cap Price:
|
USD 36.50
|
Cap Ratio:
|
Not Applicable
|
Final Disruption Date:
|
August 11, 2016
|
Component Number
|
Scheduled Valuation Date
|
Number of Shares
|
1
|
7/5/2016
|
614,700
|
2
|
7/6/2016
|
614,700
|
3
|
7/7/2016
|
614,700
|
4
|
7/8/2016
|
614,700
|
5
|
7/11/2016
|
614,700
|
6
|
7/12/2016
|
614,700
|
7
|
7/13/2016
|
614,700
|
8
|
7/14/2016
|
614,700
|
9
|
7/15/2016
|
614,700
|
10
|
7/18/2016
|
614,700
|
11
|
7/19/2016
|
614,700
|
12
|
7/20/2016
|
614,700
|
13
|
7/21/2016
|
614,700
|
14
|
7/22/2016
|
614,700
|
15
|
7/25/2016
|
614,700
|
16
|
7/26/2016
|
614,700
|
17
|
7/27/2016
|
614,700
|
18
|
7/28/2016
|
614,700
|
19
|
7/29/2016
|
614,700
|
20
|
8/1/2016
|
614,716
|
Yours sincerely,
|
|||
CITIBANK, N.A.
|
|||
By:
|
/s/ James Heathcote | ||
Authorized Representative
|
M CAPITAL GROUP INVESTORS II, LLC
|
||
By: Jerry And Vickie Moyes Family Trust, its Manager
|
||
By:
|
/s/ Jerry C. Moyes | |
Name: Jerry C. Moyes
|
||
Title: Co-Trustee
|
||
By:
|
/s/ Vickie Moyes | |
Name: Vickie Moyes
|
||
Title: Co-Trustee
|