X0306 4 2014-05-30 0 0001492691 SWIFT TRANSPORTATION Co SWFT 0000901736 MOYES JERRY SWIFT TRANSPORTATION COMPANY 2200 SOUTH 75TH AVENUE PHOENIX AZ 85043 1 1 1 1 CEO Member of 10% group 0001272829 MOYES VICKIE P.O. BOX 1397 TOLLESON AZ 85353 0 0 1 0 Class A Common Stock 2014-05-30 4 J 0 4831878 A 7901477 I Member Class A Common Stock 2014-05-30 4 J 0 5311400 D 2590077 I Member Class B Common Stock 2014-05-30 4 J 0 1450000 D 6820090 I Member Class A Common Stock 100 D Class B Common Stock 17958799 I Manager Class B Common Stock 26213049 I Manager Right to Purchase 2014-05-30 4 J 0 1000000 D 2012-11-26 2016-11-26 Class A Common Stock 1000000 0 I Member Right to Purchase 2014-05-30 4 J 0 1000000 D 2012-12-03 2016-12-03 Class A Common Stock 1000000 0 I Member Right to Purchase 2014-05-30 4 J 0 1000000 D 2012-12-10 2016-12-10 Class A Common Stock 1000000 0 I Member Right to Purchase 2014-05-30 4 J 0 1000000 D 2012-12-17 2016-12-17 Class A Common Stock 1000000 0 I Member Right to Purchase 2014-05-30 4 J 0 831878 D 2012-12-26 2016-12-26 Class A Common Stock 831878 0 I Member Right to Purchase 2014-05-30 4 J 0 1 A 2014-05-30 2016-05-30 Class A Common Stock 6761400 1 I Member Transaction represents Cactus Holding Company II, LLC's ("Cactus II") exercise of its rights to repurchase the securities from a counterparty ("First Counterparty"). Such rights were acquired in connection with Cactus II's sale of identical securities to First Counterparty in 2012. The aggregate repurchase price for all shares acquired pursuant to each right to repurchase was $34,076,274.63. The repurchase price was fixed upon the sale of the securities in 2012. Prior to the exercise of its repurchase right, Cactus II had the obligation to repurchase the shares on the fourth anniversary of their sale. Shares are held directly by Cactus II, of which the Jerry and Vickie Moyes Family Trust ("JVMF Trust"), Jerry Moyes, and Vickie Moyes are all of the members. Mr. and Mrs. Moyes are co-trustees of the JVMF Trust. Transaction represents the sale of 5,311,400 shares of Class A Common Stock (including 4,831,878 shares acquired in connection with the exercise of the purchase rights noted in footnote 1 above) and 1,450,000 shares of Class B Common Stock by Cactus II to a second counterparty ("Second Counterparty") pursuant to a Securities Sale and Repurchase Agreement (the "Agreement") with a full recourse obligation to repurchase the securities at the same price on the second anniversary of the sale. The aggregate purchase price to be paid by Second Counterparty to Cactus II is $84,483,693 (the "Purchase Price"). Cactus II may voluntarily repurchase the shares at any time prior to the second anniversary of the sale. During the term of the transaction, Cactus II will not have the right to vote or direct the disposition of the shares sold. Pursuant to the Amended and Restated Certificate of Incorporation of Swift Transportation Company, upon the sale to Second Counterparty of the shares of Class B Common Stock, such shares convert on a one-for-one basis into shares of Class A Common Stock. Thus, Cactus II's right to repurchase such shares relates to Class A Common Stock. Shares are held directly by M Capital Group Investors, LLC, of which the JVMF Trust is the sole manager. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16") or for any other purpose. Shares are held directly by M Capital Group Investors II, LLC, of which the JVMF Trust is the sole manager. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 or for any other purpose. /s/ Jerry Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2014-06-03 /s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2014-06-03 /s/ Vickie Moyes, Co-Trustee of the Jerry and Vickie Moyes Family Trust, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2014-06-03 /s/ Jerry Moyes, Co-Trustee of the Jerry and Vickie Moyes Family Trust, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2014-06-03