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) [ ]
(b) [X]
|
||
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
51,467,032(1)
|
||
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
51,467,032 (1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
59,389,014(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)
44.6%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
(1)
|
Includes shares of Class A Common Stock and shares of 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, 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. Includes 60,582 shares of Class A Common Stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised. Also includes 1,100,000 shares of Class B Common Stock held by Michael Moyes and Lyndee Moyes Nester which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Support Agreement and Stockholders Agreement (each as defined below).
|
|
(3)
|
The percentage indicated is based upon 133,064,394 shares outstanding as of February 6, 2017, which includes 83,322,456 shares of Class A Common Stock and 49,741,938 shares of Class B Common Stock outstanding as of February 6, 2017, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 17, 2017. 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 59.1% of the total voting power as of February 6, 2017.
|
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
51,467,032 (1)
|
||
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
51,467,032 (1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
59,389,014 (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)
44.6%(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. Includes 60,582 shares of Class A Common Stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised. Also includes 1,100,000 shares of Class B Common Stock held by Michael Moyes and Lyndee Moyes Nester which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Support Agreement and Stockholders Agreement.
|
|
(3)
|
The percentage indicated is based upon 133,064,394 shares outstanding as of February 6, 2017, which includes 83,322,456 shares of Class A Common Stock and 49,741,938 shares of Class B Common Stock outstanding as of February 6, 2017, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 17, 2017. 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 59.1% of the total voting power as of February 6, 2017.
|
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
|
||
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
51,382,015 (1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
51,382,015 (1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
59,389,014 (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)
44.6%(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 60,582 shares of Class A Common Stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised. Also includes 1,100,000 shares of Class B Common Stock held by Michael Moyes and Lyndee Moyes Nester and 85,017 shares held by Jerry Moyes which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Support Agreement and Stockholders Agreement.
|
|
(3)
|
The percentage indicated is based upon 133,064,394 shares outstanding as of February 6, 2017, which includes 83,322,456 shares of Class A Common Stock and 49,741,938 shares of Class B Common Stock outstanding as of February 6, 2017, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 17, 2017. 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 59.1% of the total voting power as of February 6, 2017.
|
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) [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
Alaska
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
4,267,323(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
4,267,323(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
47,547,756(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)
35.7%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes 2,378,252 shares of Class B Common Stock and 1,889,071 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.
Includes 8,354,978 and 26,213,049 shares of Class B Common Stock held by Cactus Holding I and M Capital II, respectively, as well as 1,951,006 shares of Class A Common Stock held by Cactus Holding I. The Reporting Person does not have voting or dispositive power over these shares, but may be deemed to beneficially own these shares as part of a group as a result of the Reporting Person's participation in the Previous VPF Contracts.
|
|
(3)
|
The percentage indicated is based upon 133,064,394 shares outstanding as of February 6, 2017, which includes 83,322,456 shares of Class A Common Stock and 49,741,938 shares of Class B Common Stock outstanding as of February 6, 2017, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 17, 2017. 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 46.2% of the total voting power as of February 6, 2017.
|
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) [ ]
|
||
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
10,595,659(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
10,595,659 (1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,659 (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)
8.0%(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 133,064,394 shares outstanding as of February 6, 2017, which includes 83,322,456 shares of Class A Common Stock and 49,741,938 shares of Class B Common Stock outstanding as of February 6, 2017, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 17, 2017. 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 11.6% of the total voting power as of February 6, 2017.
|
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
10,305,984(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
10,305,984 (1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
47,547,756(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)
35.7%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes 1,951,006 shares of Class A Common Stock and 8,354,978 shares of Class B Common Stock held by the Reporting Person. 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 (i) 26,213,049 shares of Class B Common Stock held by M Capital II; (ii) 1,889,071 shares of Class A Common Stock and 2,378,252 shares of Class B Common Stock held by Cactus Holding II; and (iii) 6,761,400 shares of Class A Common Stock beneficially owned by Cactus Holding II that have been sold to a counterparty and are subject to repurchase pursuant to a Securities Sale and Repurchase Agreement. The Reporting Person may be deemed to beneficially own these shares as part of a group in connection with the Previous VPF Contracts.
|
|
|
(3)
|
The percentage indicated is based upon 133,064,394 shares outstanding as of February 6, 2017, which includes 83,322,456 shares of Class A Common Stock and 49,741,938 shares of Class B Common Stock outstanding as of February 6, 2017, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 17, 2017. 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 46.2% of the total voting power as of February 6, 2017.
|
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) [ ]
(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
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
47,547,756(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)
35.7%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes shares of 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 (i) 1,889,071 shares of Class A Common Stock and 2,378,252 shares of Class B Common Stock held by Cactus Holding II; (ii) 6,761,400 shares of Class A Common Stock beneficially owned by Cactus Holding II that have been sold to a counterparty and are subject to repurchase pursuant to a Securities Sale and Repurchase Agreement; and (iii) 1,951,006 shares of Class A Common Stock and 8,354,978 shares of Class B Common Stock held by Cactus Holding I. 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 Previous VPF Contracts.
|
|
(3)
|
The percentage indicated is based upon 133,064,394 shares outstanding as of February 6, 2017, which includes 83,322,456 shares of Class A Common Stock and 49,741,938 shares of Class B Common Stock outstanding as of February 6, 2017, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 17, 2017. 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 46.2% of the total voting power as of February 6, 2017.
|
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) [ ]
(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
United States of America
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
550,000
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
550,000
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
59,389,014(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)
44.6%(2)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
(1)
|
Includes 58,289,014 shares beneficially owned by Jerry and Vickie Moyes and 550,000 shares held by Lyndee Moyes Nester that the Reporting Person may be deemed to beneficially own as part of a group in connection with the Support Agreement and Stockholders Agreement.
|
|
(2)
|
The percentage indicated is based upon 133,064,394 shares outstanding as of February 6, 2017, which includes 83,322,456 shares of Class A Common Stock and 49,741,938 shares of Class B Common Stock outstanding as of February 6, 2017, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 17, 2017. 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 59.1% of the total voting power as of February 6, 2017.
|
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) [ ]
(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
United States of America
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
550,000
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
550,000
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
59,389,014 (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)
44.6%(2)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
(1)
|
Includes 58,289,014 shares beneficially owned by Jerry and Vickie Moyes and 550,000 shares held by Michael Moyes that the Reporting Person may be deemed to beneficially own as part of a group in connection with the Support Agreement and Stockholders Agreement.
|
||
(2)
|
The percentage indicated is based upon 133,064,394 shares outstanding as of February 6, 2017, which includes 83,322,456 shares of Class A Common Stock and 49,741,938 shares of Class B Common Stock outstanding as of February 6, 2017, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 17, 2017. 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 59.1% of the total voting power as of February 6, 2017.
|
|
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 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
1.
|
Includes 83,322,456 shares of Class A Common Stock and 49,741,938 shares of Class B Common Stock outstanding as of February 6, 2017, as reported in the Issuer’s Annual Report Report on Form 10-K filed February 17, 2017.
|
2.
|
The percentage indicated is based upon 133,064,394 shares outstanding as of February 6, 2017, which includes 83,322,456 shares of Class A Common Stock and 49,741,938 shares of Class B Common Stock outstanding as of February 6, 2017, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 17, 2017. 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 59.1% of the total voting power as of February 6, 2017.
|
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 maturity of the agreement. 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 60,582 shares of Class A Common Stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised. Also includes 1,100,000 shares of Class B Common Stock held by Michael Moyes and Lyndee Moyes Nester which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Support Agreement and Stockholders Agreement.
|
4.
|
Includes 3,985,676 shares of Class A Common Stock and 47,541,938 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 indirectly through 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 Amendment.
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 beneficially owned by Jerry Moyes, Vickie Moyes, and Lyndee Moyes Nester over which the Reporting Person does not have voting or dispositive power but which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Support Agreement and Stockholders Agreement.
|
· | Exercised stock options in respect of 132,270 shares of Class A Common Stock with an exercise price of $13.36. |
· | Exercised stock options in respect of 103,306 shares of Class A Common Stock with an exercise price of $15.51. |
· | Acquired 13,214 shares of Class A Common Stock upon the vesting of previously granted performance awards at a deemed price of $21.72, the closing price of the Issuer’s Class A Common Stock on the acquisition date. |
· | Forfeited an aggregate of 199,448 shares of Class A Common Stock to the Issuer in satisfaction of the option exercise prices and tax withholding obligations at a deemed price of $21.72, the closing price of the Issuer’s Common Stock on the forfeiture date. |
Item 6.
|
Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.
|
6.
|
Includes shares beneficially owned by Jerry, Vickie, and Michael Moyes over which the Reporting Person does not have voting or dispositive power but which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Support Agreement and Stockholders Agreement.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit 99.1
|
Agreement and Plan of Merger, dated as of April 9, 2017, by and among the Issuer, Merger Sub, and Knight (incorporated by reference to the applicable exhibit to the Form 8-K filed by the Issuer with the SEC on or about April 12, 2017).
|
|
Moyes Family Stockholders Agreement, dated as of April 9, 2017, by and among the Moyes Stockholders and the Issuer.
|
||
Bishop Support Agreement, dated as of April 9, 2017, by and among the Moyes Stockholders and Knight.
|
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, its Manager
|
|
/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, its Manager
|
|
/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, its Manager
|
|
/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, its Manager
|
|
/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
|
THE MOYES FAMILY
STOCKHOLDERS
AGREEMENT
DATED AS OF APRIL 9, 2017
|
TABLE OF CONTENTS
|
|
ARTICLE I Definitions
|
1
|
SECTION 1.01. Definitions
|
1
|
ARTICLE II Corporate Governance
|
7
|
SECTION 2.01. Stockholders Designees
|
7
|
SECTION 2.02. Certain Post-Closing Matters
|
9
|
SECTION 2.03. Change in Law
|
10
|
ARTICLE III Limitations on Purchases of Equity Securities and Other Actions
|
10
|
SECTION 3.01. Acquisition of Shares
|
10
|
SECTION 3.02. Additional Limitations
|
10
|
SECTION 3.03. Voting of Shares
|
11
|
ARTICLE IV Transfer of Shares
|
13
|
SECTION 4.01. Limitation on Transfer of Shares
|
13
|
SECTION 4.02. Notice
|
13
|
SECTION 4.03. Improper Transfers
|
13
|
ARTICLE V Miscellaneous
|
14
|
SECTION 5.01. Notices
|
14
|
SECTION 5.02. Expenses
|
15
|
SECTION 5.03. Amendments; Waivers
|
15
|
SECTION 5.04. Interpretation
|
16
|
SECTION 5.05. Severability
|
16
|
SECTION 5.06. Counterparts
|
16
|
SECTION 5.07. Entire Agreement; No Third-Party Beneficiaries; Several Obligations
|
16
|
SECTION 5.08. Governing Law
|
17
|
SECTION 5.09. Assignment
|
17
|
SECTION 5.10. Enforcement; Information
|
17
|
SECTION 5.11. Effectiveness; Termination
|
17
|
SECTION 5.12. Confidentiality
|
17
|
SECTION 5.13. Representations and Warranties
|
18
|
SECTION 5.14. Acknowledgment of Securities Laws
|
19
|
SECTION 5.15. Specified Entities
|
19
|
SWIFT TRANSPORTATION COMPANY
|
|
By:
|
/s/ Virginia Henkels |
Name: Virginia Henkels
|
|
Title: Executive Vice President and Chief Financial Officer
|
/s/ Jerry Moyes |
JERRY MOYES
|
/s/ Vickie Moyes |
VICKIE MOYES
|
JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87
|
|
By:
|
/s/ Jerry Moyes |
Name: Jerry Moyes
|
|
Title: Co-Trustee
|
|
By:
|
/s/ Vickie Moyes |
Name: Vickie Moyes
|
|
Title: Co-Trustee
|
/s/ Michael Moyes |
MICHAEL MOYES
|
/s/ Lyndee Moyes Nester |
LYNDEE MOYES NESTER
|
Record Owner
|
Number of Shares of Company
Common Stock Pledged
|
Number of Shares of Company Class B Common Stock Pledged
|
Nature of Hedging/Pledging Arrangements
|
Counterparties and Dates1
|
Cactus Holding Company, LLC
|
-
|
3,300,000
|
Variable Prepaid Forward Contract
|
Citigroup Global Markets Inc.
November 18, 2016
|
1,951,006
|
5,054,978
|
Variable Prepaid Forward Contract
|
Citigroup Global Markets Inc.
November 18, 2016
|
|
Cactus Holding Company II, LLC
|
6,761,400
|
-
|
Sale and Repurchase Agreement2
|
Citigroup Global Markets Limited, represented by Citigroup Global Markets Inc. as its agent
May 30, 2014
|
636,860
|
1,863,140
|
Loan
|
Morgan Stanley Private Bank, National Association
July 20, 2016
|
|
1,250,000
|
-
|
Loan
|
First Western Bank
January 13, 2017
|
|
-
|
380,112
|
Loan
|
MidFirst Bank
April 29, 2016
|
|
M Capital Group Investors II, LLC
|
-
|
13,700,000
|
Variable Prepaid Forward Contract
|
Citibank, N.A.
November 18, 2016
|
-
|
12,294,016
|
Variable Prepaid Forward Contract
|
Citigroup Global Markets Inc.
November 18, 2016
|
|
Michael Moyes
|
-
|
500,000
|
Settlement Agreement
|
National Hockey League
April 20, 2016
|
Lyndee Moyes Nester
|
-
|
500,000
|
Settlement Agreement
|
National Hockey League
April 20, 2016
|
Marti Lyn Moyes
|
-
|
500,000
|
Settlement Agreement
|
National Hockey League
April 20, 2016
|
Todd Moyes
|
-
|
500,000
|
Settlement Agreement
|
National Hockey League
April 20, 2016
|
ROOK:
|
KNIGHT TRANSPORTATION, INC.
|
|
By:
|
/s/ Kevin P. Knight |
Name: Kevin P. Knight
|
|
Title: Executive Chairman
|
STOCKHOLDERS:
|
/s/ Jerry Moyes |
JERRY MOYES
|
/s/ Vickie Moyes |
VICKIE MOYES
|
JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87
|
|
By:
|
/s/ Jerry Moyes |
Name: Jerry Moyes
|
|
Title: Co-Trustee
|
|
By:
|
/s/ Vickie Moyes |
Name: Vickie Moyes
|
|
Title: Co-Trustee
|
/s/ Michael Moyes |
MICHAEL MOYES
|
/s/ Lyndee Moyes Nester |
LYNDEE MOYES NESTER
|
Stockholder
|
BISHOP COMMON
STOCK
|
BISHOP CLASS B
COMMON STOCK
|
||
Jerry Moyes
|
85,017
|
0
|
||
Vickie Moyes
|
0
|
0
|
||
Jerry and Vickie Moyes Family Trust
|
0
|
0
|
||
Michael Moyes
|
0
|
550,000
|
||
Lyndee Moyes Nester
|
0
|
550,000
|
||
Specified Entities
|
||||
Cactus Holding Company, LLC
|
1,951,006
|
8,354,978
|
||
Cactus Holding Company II, LLC (“Cactus II”)
|
8,650,471
|
2,378,252
|
||
M Capital Group Investors, LLC (“M Capital”)
|
0
|
10,595,659
|
||
M Capital Group Investors II, LLC (“M Capital II”)
|
0
|
26,213,049
|
||
Total
|
10,686,494
|
48,641,938
|
Record Owner
|
Number of Shares of
Bishop Common Stock
Pledged
|
Number of Shares of
Bishop Class B
Common Stock
Pledged
|
Nature of
Hedging/Pledging
Arrangements
|
Cactus Holding Company, LLC
|
-
|
3,300,000
|
Variable Prepaid Forward Contract
|
1,951,006
|
5,054,978
|
Variable Prepaid Forward Contract
|
|
Cactus Holding Company II, LLC
|
6,761,400
|
-
|
Sale and Repurchase Agreement1
|
636,860
|
1,863,140
|
Loan
|
|
1,250,000
|
-
|
Loan
|
|
-
|
380,112
|
Loan
|
|
M Capital Group Investors II, LLC
|
-
|
13,700,000
|
Variable Prepaid Forward Contract
|
-
|
12,294,016
|
Variable Prepaid Forward Contract
|
|
Michael Moyes
|
-
|
500,000
|
Settlement Agreement
|
Lyndee Moyes Nester
|
-
|
500,000
|
Settlement Agreement
|