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*
MOYES VICKIE

(Last) (First) (Middle)
C/O SWIFT AVIATION GROUP, INC.
2710 E. OLD TOWER ROAD

(Street)
PHOENIX AZ 85034

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SWIFT TRANSPORTATION CO INC [ SWFT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/09/2007
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)
Code V Amount (A) or (D) Price
Common Stock 05/09/2007 J(1) 33,750 D (1) 0 I By LLC
Common Stock 05/09/2007 J(1) 25,312 A (1) 19,757,126 D
Common Stock 05/09/2007 J(2) 4,772,234 D (2) 0 I By Trust
Common Stock 05/09/2007 J(2) 8,995,832 A (2) 8,995,832 I By Corporation
Common Stock 05/09/2007 J(3) 19,593,126 D (3) 164,000 D
Common Stock 05/09/2007 J(3) 19,632,978 A (3) 28,628,810 I By Corporation
Common Stock 05/10/2007 J(4) 164,000 D (4) 0 D
Common Stock 05/10/2007 J(4) 164,000 A (4) 28,792,810 I By Corporation
Common Stock 05/10/2007 D(5) 492,500 D $31.55(5) 0 I By Corporation
Common Stock 05/10/2007 A(6) 46,464,044(6) A $31.55(6) 1,000(7) I By Corporation
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On 05/09/2007, VJM Investments, L.L.C. (VJM) distributed 33,750 shares of common stock of the Issuer pro rata to its members. Of the shares distributed by VJM, 25,312 shares were received by the Jerry and Vickie Moyes Family Trust dated 12/11/87 (the Family Trust). The reporting person is a co-trustee of the Family Trust and may be deemed to beneficially own shares of the Issuer's common stock held by the Family Trust.
2. On 05/09/2007, the Moyes Children's Limited Partnership (MCLP) distributed shares of the Issuer's common stock pro rata to its limited partners. The reporting person previously reported indirect beneficial ownership of 4,772,234 of the shares previously held by MCLP. Upon the distribution of shares by MCLP, the limited partners of MCLP contributed 8,995,832 shares of the Issuer's common stock held by them to Saint Corporation (Saint), in furtherance of the transactions contemplated by the Agreement and Plan of Merger, dated 01/19/2007 (the Merger Agreement), by and among the Issuer, Saint, and Saint Acquisition Corporation, the wholly owned subsidiary of Saint (MergerCo). In exchange for the contributed shares of the Issuer's common stock, the limited partners of MCLP received shares of Saint stock. The reporting person and the Family Trust are principal stockholders of Saint and the reporting person may be deemed to beneficially own shares of the Issuer's common stock held by Saint.
3. On 05/09/2007, in furtherance of the transactions contemplated by the Merger Agreement, the Family Trust contributed 19,593,126 shares of the Issuer's common stock to Saint in exchange for shares of Saint common stock. Additionally, Jerry Moyes, the reporting person's spouse, contributed 39,852 shares of the Issuer's common stock to Saint in exchange for shares of Saint common stock.
4. On 05/10/2007, in furtherance of the transactions contemplated by the Merger Agreement, the Family Trust contributed an additional 164,000 shares of the Issuer's common stock to Saint in exchange for shares of Saint common stock.
5. Effective 05/10/2007, following the contribution described in Note 4, MergerCo was merged with and into the Issuer pursuant to the Merger Agreement, with the Issuer as the surviving corporation (the Merger). In the Merger, all outstanding shares of the Issuer's common stock (other than shares owned by the Issuer, Saint, MergerCo, or any of their direct or indirect wholly owned subsidiaries, which shares were cancelled pursuant to the Merger) were converted into the right to receive $31.55 in cash per share (the Merger Consideration). At the effective time of the Merger, SME Industries, Inc. (SME), held 492,500 shares, which were converted into the right to receive the Merger Consideration. The reporting person is a principal stockholder of SME and may have been deemed to beneficially own shares of the Issuer's common stock formerly held by SME.
6. In the Merger, Saint effectively acquired all outstanding shares of the Issuer's common stock (other than shares owned by the Issuer, Saint, MergerCo, or any of their direct or indirect wholly owned subsidiaries, which shares were cancelled pursuant to the Merger) in exchange for the Merger Consideration. At the effective time of the Merger, there were 46,464,044 such shares of the Issuer's common stock outstanding.
7. Under the terms of the Merger Agreement and the Merger, the number of shares of the Issuer's common stock outstanding after the Merger is significantly less than the number of shares that were publicly traded and is not related to the number of shares of the Issuer's common stock outstanding prior to the Merger.
Remarks:
Vickie Moyes 05/11/2007
** 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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