SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Henkels Virginia

(Last)

(First)

(Middle)

SWIFT TRANSPORTATION COMPANY

2200 SOUTH 75TH AVENUE

(Street)

PHOENIX

85043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SWIFT TRANSPORTATION CO [ SWFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP, CFO, & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/16/2010		J⁽¹⁾		10,000	A	$11	10,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right-To-Buy)	$15.63⁽²⁾	12/15/2010		D⁽³⁾			20,000⁽²⁾	⁽⁴⁾	10/16/2017	Class A Common Stock	20,000⁽²⁾	$0.00	0	D
Employee Stock Option (Right-To-Buy)	$11⁽²⁾	12/15/2010		A⁽³⁾		20,000⁽²⁾		⁽⁴⁾	10/16/2017	Class A Common Stock	20,000⁽²⁾	$0.00	20,000⁽²⁾	D
Employee Stock Option (Right-To-Buy)	$16.79⁽²⁾	12/15/2010		D⁽³⁾			100,000⁽²⁾	⁽⁵⁾	08/27/2018	Class A Common Stock	100,000⁽²⁾	$0.00	0	D
Employee Stock Option (Right-To-Buy)	$11⁽²⁾	12/15/2010		A⁽³⁾		100,000⁽²⁾		⁽⁵⁾	08/27/2018	Class A Common Stock	100,000⁽²⁾	$0.00	100,000⁽²⁾	D

Explanation of Responses:

1. Purchase at the Issuer's initial public offering price pursuant to reserve share program offered in conjunction with Issuer's initial public offering.

2. Reflects a four-for-five reverse stock split effected on November 29, 2010, in connection with the Issuer's initial public offering.

3. Amendment of outstanding option to reset exercise price at Issuer's initial public offering price resulting in deemed cancellation of option and grant of replacement option.

4. Subject to certain acceleration, forfeiture, and termination provisions and the closing of the Issuer's initial public offering, the options vested as to 6,666 shares on October 16, 2010, and vest as to an additional 6,667 shares on each of October 16, 2011 and October 16, 2012. Upon exercise, the options convert to the Issuer's Class A common stock on a one-to-one basis.

5. Subject to certain acceleration, forfeiture, and termination provisions and the closing of the Issuer's initial public offering, the options vest as to 33,333 shares on each of August 27, 2011, and August 27, 2012, and the remaining 33,334 shares on August 27, 2013. Upon exercise, the options convert to the Issuer's Class A common stock on a one-to-one basis.

Remarks:

	/s/ Virginia Henkels, by James Fry, attorney-in-fact, pursuant to a POA previously filed	12/16/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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