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
36,045,700(1)
|
||
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
36,045,700(1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
42,736,764(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)
24.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
(1)
|
Includes shares of Class A Common Stock (“Class A Common Stock” or “common stock”) of Knight-Swift Transportation Holdings Inc. 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.
|
|
(2)
|
Includes 4,868,208 shares of 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 upon 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 130,856 shares of 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 shares of common stock held by Michael Moyes, Lyndee Moyes Nester, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
|
(3)
|
The percentage indicated is based upon 178,316,103 shares of common stock outstanding as of April 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2018.
|
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) [ ]
(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
36,045,700(1)
|
||
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
36,045,700 (1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
42,736,764(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)
24.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
(1)
|
Includes shares of 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.
|
|
(2)
|
Includes 4,868,208 shares of 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 upon 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 130,856 shares of 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 shares of common stock held by Michael Moyes, Lyndee Moyes Nester, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
(3)
|
The percentage indicated is based upon 178,316,103 shares of common stock outstanding as of April 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2018.
|
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) [ ]
(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
Arizona
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
36,023,046(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
36,023,046(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
42,736,764(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)
24.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes shares of common stock held by various entities over which the Moyes Trust has voting and dispositive power as manager.
|
|
(2)
|
Includes 4,868,208 shares of 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. 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 130,856 shares of 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 shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
(3)
|
The percentage indicated is based upon 178,316,103 shares of common stock outstanding as of April 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2018.
|
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
3,072,469(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
3,072,469(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
42,736,764(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)
24.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
|
(2)
|
Includes 4,868,208 shares of common stock beneficially owned by the Reporting Person that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of the Reporting Person to repurchase the securities at the same price. The Reporting Person 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, the Reporting Person will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased. Also includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, Cactus Holding I, M Capital I, M Capital II, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
|
(3)
|
The percentage indicated is based upon 178,316,103 shares of common stock outstanding as of April 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2018.
|
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
6,565,874(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
6,565,874(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
42,736,764(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)
24.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
(2)
|
Includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital II, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 4,868,208 shares of 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.
|
|
|
(3)
|
The percentage indicated is based upon 178,316,103 shares of common stock outstanding as of April 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2018.
|
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
7,420,308(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
7,420,308(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
42,736,764(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)
24.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
(2)
|
Includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, Cactus Holding II, M Capital I, M Capital II, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 4,868,208 shares of 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.
|
|
|
(3)
|
The percentage indicated is based upon 178,316,103 shares of common stock outstanding as of April 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2018.
|
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
18,873,395(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
18,873,395(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
42,736,764(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)
24.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
|
(2)
|
Includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 4,868,208 shares of 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.
|
|
(3)
|
The percentage indicated is based upon 178,316,103 shares of common stock outstanding as of April 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2018.
|
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
396,000
|
|
8.
|
Shared Voting Power
900,000(1)
|
||
|
9.
|
Sole Dispositive Power
396,000
|
|
10.
|
Shared Dispositive Power
900,000(1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
42,736,764(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)
24.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
(1)
|
Shares held by M Six Investors over which the Reporting Person shares voting and dispositive power with Lyndee Moyes Nester.
|
(2)
|
Includes shares of common stock held by Lyndee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, and M Capital II which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 4,868,208 shares of 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.
|
|
|
(3)
|
The percentage indicated is based upon 178,316,103 shares of common stock outstanding as of April 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2018.
|
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
396,000
|
|
8.
|
Shared Voting Power
900,000(1)
|
||
|
9.
|
Sole Dispositive Power
396,000
|
|
10.
|
Shared Dispositive Power
900,000(1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
42,736,764(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)
24.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
(1)
|
Shares held by M Six Investors over which the Reporting Person shares voting and dispositive power with Michael Moyes.
|
(2)
|
Includes shares of common stock held by Michael Moyes, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, and M Capital II which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 4,868,208 shares of 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.
|
|
|
(3)
|
The percentage indicated is based upon 178,316,103 shares of common stock outstanding as of April 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2018.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
M Six Investors, LLC (82-4484213)
|
||
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
900,000(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
900,000(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
42,736,764(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)
24.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
(2)
|
Includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, and M Capital II which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 4,868,208 shares of 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.
|
|
|
(3)
|
The percentage indicated is based upon 178,316,103 shares of common stock outstanding as of April 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2018.
|
|
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 2.
|
Identity and Background.
|
Item 5.
|
Interest in Securities of the Issuer.
|
1.
|
Includes 178,316,103 shares of common stock outstanding as of April 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2018.
|
2.
|
The percentage indicated is based upon 178,316,103 shares of common stock outstanding as of April 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2018.
|
3.
|
Includes 4,868,208 shares of 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 130,856 shares of 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 shares of common stock held by Michael Moyes, Lyndee Moyes Nester, and M Six Investos which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
4.
|
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.
|
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 Stockholders Agreement.
|
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 Stockholders Agreement.
|
Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.
|
· |
Cactus Holding I amended and restated two previously disclosed variable prepaid forward contracts (“VPF”) covering 2,376,000 and 5,044,308 shares, respectively. The amendment extended the maturity dates of the contracts to February 15, 2019 through February 20, 2019. Previously, the maturity dates were August 14, 2018 through August 16, 2018. The new 2,376,000 share VPF is governed by that certain Fourth Amended and Restated Supplemental Confirmation, attached hereto as Exhibit 99.10. The new 5,044,308 share VPF is governed by that certain Third Amended and Restated May 2016 Supplemental Confirmation, attached hereto as Exhibit 99.11.
|
· |
M Capital II amended and restated two previously disclosed VPFs covering 8,851,692 and 9,864,000 shares, respectively. The amendment extended the maturity dates of the contracts to February 15, 2019 through March 15, 2019. Previously, the maturity dates were August 14, 2018 through September 11, 2018. The new 9,864,000 share VPF is governed by that certain Sixth Amended and Restated Transaction 1 Supplemental Confirmation, attached hereto as Exhibit 99.12. The new 8,851,692 share VPF is governed by that certain Third Amended and Restated Transaction 1 Supplemental Confirmation, attached hereto as Exhibit 99.13.
|
·
|
In addition to extending the maturity dates, the VPF amendments amended the applicable Forward Floor Prices and Forward Cap Prices set forth in the VPFs. Each of Cactus Holding I and M Capital II is generally permitted to participate in any appreciation of the Issuer’s Common Stock between the applicable Forward Floor Price and Forward Cap Price of the VPFs to which it is a party. The Forward Floor Price and Forward Cap Price under each VPF changed to amounts determined by reference to a table depending upon the arithmetic average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018.
|
·
|
Cactus Holding II amended its previously disclosed Securities Sale and Repurchase Agreement to extend the expiration date from August 14, 2018 to February 15, 2019 (the “Amendment”). The Amendment is governed by that certain Fifth Amendment to Repurchase Agreement, attached hereto as Exhibit 99.14.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
Joint Filing Agreement, dated May 25, 2018, by and among the Reporting Persons
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
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
|
||
|
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
|
|
Power of Attorney of M Six Investors, LLC
|
||
Fourth Amended and Restated Supplemental Confirmation between Citigroup Global Markets Inc. and Cactus Holding Company, LLC, dated May 21, 2018
|
||
Third Amended and Restated May 2016 Supplemental Confirmation between Citigroup Global Markets Inc. and Cactus Holding Company, LLC, dated May 21, 2018
|
||
Sixth Amended and Restated Transaction 1 Supplemental Confirmation between Citibank, N.A. and M Capital Group Investors II, LLC, dated May 21, 2018
|
||
Third Amended and Restated Transaction 1 Supplemental Confirmation between Citigroup Global Markets Inc. and M Capital Group Investors II, LLC, dated May 21, 2018
|
||
Fifth Amendment to Repurchase Agreement between Cactus Holding Company II, LLC, and Citigroup Global Markets Limited, represented by Citigroup Global Markets Inc. as its agent, dated May 21, 2018
|
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
|
|
M SIX INVESTORS, LLC, by Michael Moyes, its co-Manager
|
|
/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney filed herewith
|
|
M SIX INVESTORS, LLC, by LynDee Moyes Nester, its co-Manager
|
|
/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney filed herewith
|
|
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
|
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
|
|
M SIX INVESTORS, LLC, by Michael Moyes, its co-Manager
|
|
/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney filed herewith
|
|
M SIX INVESTORS, LLC, by LynDee Moyes Nester, its co-Manager
|
|
/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney filed herewith
|
|
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
|
M SIX INVESTORS, LLC
|
|
/s/ Michael Moyes
|
|
Michael Moyes, co-Manager
|
|
/s/ LynDee Moyes Nester
|
|
LynDee Moyes Nester, co-Manager
|
Date:
|
May 21, 2018
|
|
|
To:
|
Cactus Holding Company, LLC
|
|
2200 South 75th Avenue
|
|
Phoenix, AZ 85043
|
|
|
Attn:
|
Chad Killebrew
|
|
|
From:
|
Citigroup Global Markets Inc.
|
Fax No.:
|
212-615-8985
|
|
|
Reference Number:
|
To be advised by CGMI
|
Trade Date:
|
October 30, 2015
|
Fourth Amendment and Restatement Date:
|
May 21, 2018
|
Prepayment Date:
|
The later of (i) the Trade Date and (ii) the first date on which all of the conditions to effectiveness set forth in the Master Confirmation have been satisfied or waived, as determined by CGMI in its reasonable discretion; provided that if CGMI determines, in its reasonable discretion, that it is impracticable for CGMI to deliver the Prepayment Amount by close of business on such date, the Prepayment Date shall be the Currency Business Day immediately following such date. CGMI shall be deemed to have satisfied its obligation to deliver the Prepayment Amount to Counterparty upon the wiring of the Prepayment Amount to an account in the name of Cactus Holding Company II, LLC in accordance with the wire instructions provided by Counterparty.
|
Prepayment Amount:
|
USD 48,300,000
|
Letter Agreement Reference Price:
|
USD 15.0205
|
Counterparty Second Amendment Payment Amount:
|
USD 5,250,000. Counterparty agrees to pay CGMI the Counterparty Second Amendment Payment Amount on the Counterparty Second Amendment Payment Date.
|
Counterparty Second Amendment Payment Date:
|
The Currency Business Day immediately following the Second Amendment and Restatement Date.
|
Amendment and Restatement Reference Price:
|
An amount per Share equal to the arithmetic average of the Settlement Prices for each Initial Calculation Date, subject to “Averaging Date Disruption” below; provided that references to “Valuation Date” in Settlement Price shall be deemed to mean “Initial Calculation Date.”
|
Initial Calculation Dates:
|
Each of the 10 Scheduled Trading Days commencing on and including the Initial Calculation Period Start Date.
|
Initial Calculation Period:
|
The period commencing on and including the Initial Calculation Period Start Date and (without duplication) ending on and including the Initial Calculation Period End Date. Promptly following the Initial Calculation Period End Date, the Calculation Agent shall notify Counterparty of (a) the Amendment and Restatement Reference Price, (b) the Forward Floor Price and (c) the Forward Cap Price.
Promptly following the Initial Calculation Period End Date, CGMI will deliver to Counterparty an Optional Early Termination Amount table, similar in form to that attached to the Third Amended and Restated Supplemental Confirmation and prepared by CGMI using a consistent methodology.
|
Initial Calculation Period Start Date:
|
The Scheduled Trading Day immediately following the Fourth Amendment and Restatement Date.
|
Initial Calculation Period End Date:
|
The final Initial Calculation Date.
|
Averaging Date Disruption:
|
Modified Postponement; provided that references to “Averaging Date” and “Valuation Date” or “Scheduled Valuation Date” in Section 6.7(c)(iii) of the Equity Definitions shall be deemed to mean “Initial Calculation Date” and “Initial Calculation Period End Date”, respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, if a Market Disruption Event occurs on any Initial Calculation Date, the Calculation Agent may determine that such Initial Calculation Date is a Disrupted Day only in part, in which case (i) the Calculation Agent shall designate the Valid Date determined pursuant to Section 6.7(c)(iii) of the Equity Definitions as the Initial Calculation Date for the remaining portion, (ii) the Settlement Price for such Disrupted Day shall be determined by the Calculation Agent based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day and (iii) the Calculation Agent shall determine the Amendment and Restatement Reference Price, as applicable, by an appropriately weighted average rather than an arithmetic average. Such determination shall be based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares.
|
Forward Floor Price:
|
Shall be determined using the Amendment and Restatement Reference Price and the table set forth in Schedule A.
|
Forward Cap Price:
|
Shall be determined using the Amendment and Restatement Reference Price and the table set forth in Schedule A.
|
Final Disruption Date:
|
March 6, 2019
|
Component Number
|
Scheduled Valuation Date
|
Number of Shares
|
1
|
February 15, 2019
|
792,000
|
2
|
February 19, 2019
|
792,000
|
3
|
February 20, 2019
|
792,000
|
|
Yours sincerely,
|
|
|
|
|
|
CITIGROUP GLOBAL MARKETS INC.
|
|
By: | /s/ James Heathcote | |
Authorized Representative | ||
By:
|
/s/ Jerry C. Moyes
|
Name:
|
Jerry C. Moyes
|
Title: |
Co-Trustee of the Manager
|
By:
|
/s/ Vickie Moyes
|
Name:
|
Vickie Moyes
|
Title: |
Co-Trustee of the Manager
|
Restatement Reference Price
|
Forward Floor Price
|
Forward Cap Price
|
USD 38.00
|
USD 38.55
|
USD 43.80
|
USD 39.00
|
USD 38.55
|
USD 44.55
|
USD 40.00
|
USD 38.25
|
USD 44.55
|
USD 41.00
|
USD 37.75
|
USD 44.55
|
USD 42.00
|
USD 37.50
|
USD 44.55
|
Date:
|
May 21, 2018
|
|
|
To:
|
Cactus Holding Company, LLC
|
|
2200 South 75th Avenue
|
|
Phoenix, AZ 85043
|
|
|
Attn:
|
Chad Killebrew
|
|
|
From:
|
Citigroup Global Markets Inc.
|
Fax No.:
|
212-615-8985
|
|
|
Reference Number:
|
To be advised by CGMI
|
Trade Date:
|
May 18, 2016
|
Third Amendment and Restatement Date:
|
May 21, 2018
|
Initial Prepayment Amount:
|
USD 58,353,518.32. Counterparty directs, and CGMI agrees to pay, the Initial Prepayment Amount to the Collateral Account (as defined in the Pledge Agreement) and from there in accordance with the terms of the May 2016 Irrevocable Instruction Letter dated as of May 18, 2016 between CGMI, Cactus Holding Company II, LLC and Deutsche Bank Trust Company Americas.
|
Second Prepayment Date:
|
The Currency Business Day following the Trade Date.
|
Second Prepayment Amount:
|
USD 20,098,386.48. Counterparty directs, and CGMI agrees to pay, the Second Prepayment Amount to Citibank, N.A. on the Second Prepayment Date.
|
Third Prepayment Date:
|
The Currency Business Day following the first date on which CGMI shall have received as additional “Collateral” under and in accordance with the terms of the Security Agreement an aggregate number of “Class A Shares” in book-entry form through the Clearance System and “Class B Shares” in certificated form in the name of Counterparty that equals the Number of Shares under this Transaction.
|
Third Prepayment Amount:
|
USD 13,475,793.63. CGMI shall pay the Third Prepayment Amount to Counterparty on the Third Prepayment Date.
|
Reference Price:
|
USD 14.7265
|
Amendment and Restatement Reference Price:
|
An amount per Share equal to the arithmetic average of the Settlement Prices for each Initial Calculation Date, subject to “Averaging Date Disruption” below; provided that references to “Valuation Date” in Settlement Price shall be deemed to mean “Initial Calculation Date.”
|
Initial Calculation Dates:
|
Each of the 10 Scheduled Trading Days commencing on and including the Initial Calculation Period Start Date.
|
Initial Calculation Period:
|
The period commencing on and including the Initial Calculation Period Start Date and (without duplication) ending on and including the Initial Calculation Period End Date. Promptly following the Initial Calculation Period End Date, the Calculation Agent shall notify Counterparty of (a) the Amendment and Restatement Reference Price, (b) the Forward Floor Price and (c) the Forward Cap Price.
Promptly following the Initial Calculation Period End Date, CGMI will deliver to Counterparty an Optional Early Termination Amount table, similar in form to that attached to the Second Amended and Restated Supplemental Confirmation and prepared by CGMI using a consistent methodology.
|
Initial Calculation Period Start Date:
|
The Scheduled Trading Day immediately following the Third Amendment and Restatement Date.
|
Initial Calculation Period End Date:
|
The final Initial Calculation Date.
|
Averaging Date Disruption:
|
Modified Postponement; provided that references to “Averaging Date” and “Valuation Date” or “Scheduled Valuation Date” in Section 6.7(c)(iii) of the Equity Definitions shall be deemed to mean “Initial Calculation Date” and “Initial Calculation Period End Date”, respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, if a Market Disruption Event occurs on any Initial Calculation Date, the Calculation Agent may determine that such Initial Calculation Date is a Disrupted Day only in part, in which case (i) the Calculation Agent shall designate the Valid Date determined pursuant to Section 6.7(c)(iii) of the Equity Definitions as the Initial Calculation Date for the remaining portion, (ii) the Settlement Price for such Disrupted Day shall be determined by the Calculation Agent based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day and (iii) the Calculation Agent shall determine the Amendment and Restatement Reference Price, as applicable, by an appropriately weighted average rather than an arithmetic average. Such determination shall be based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares.
|
Forward Floor Price:
|
Shall be determined using the Amendment and Restatement Reference Price and the table set forth in Schedule A.
|
Forward Cap Price:
|
Shall be determined using the Amendment and Restatement Reference Price and the table set forth in Schedule A.
|
Final Disruption Date:
|
March 6, 2019
|
Component Number
|
Scheduled Valuation Date
|
Number of Shares
|
1
|
February 15, 2019
|
1,681,436
|
2
|
February 19, 2019
|
1,681,436
|
3
|
February 20, 2019
|
1,681,436
|
Shares: |
The Class A common stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. (f/k/a Swift Transportation Company) (the “Issuer”).
|
Settlement Method Election: |
Applicable; provided that (i) if Counterparty wishes to elect that Cash Settlement apply to some Components and Physical Settlement apply to the other Components, it shall notify CGMI of the number of Components to which Cash Settlement shall apply and whether Cash Settlement shall apply to (a) that number of consecutive Components starting with the first Component or (b) that number of consecutive Components ending with the last Component and (ii) Counterparty shall be entitled to elect Physical Settlement for any Component only if the “Conditions to Physical Settlement” below are satisfied or waived by CGMI prior to the first Scheduled Valuation Date of any Component of such Transaction to which Physical Settlement is applicable (and, if such conditions are not satisfied or waived, Cash Settlement shall apply notwithstanding any election by Counterparty).
|
Electing Party: |
Counterparty.
|
Physical Settlement: |
Counterparty shall be entitled to elect Physical Settlement in whole or in part only if Counterparty shall have caused each of the following conditions to be satisfied to CGMI’s satisfaction or CGMI has waived such conditions:
|
Settlement Price: |
The volume-weighted average price per Share on the relevant Valuation Date, as reasonably determined by the Calculation Agent by reference to the Bloomberg Page “KNX US <equity> AQR_SEC <Go>” (or any successor page thereto); provided that, if such price is not so reported for any reason or is, in the Calculation Agent’s reasonable discretion, erroneous, the Settlement Price shall be determined by the Calculation Agent in good faith and a commercially reasonable manner.
|
Ordinary Cash Dividend: |
Any cash dividend or distribution that the Calculation Agent determines is an ordinary, quarterly cash dividend.
|
Excess Cash Dividend: |
Any Ordinary Cash Dividend to the extent such Ordinary Cash Dividend, together with any other Ordinary Cash Dividend with an ex-dividend date in the same calendar quarter, exceeds the applicable Contractual Dividend.
|
|
Yours sincerely,
|
|
|
|
|
|
CITIGROUP GLOBAL MARKETS INC.
|
|
By: | /s/ James Heathcote | |
Authorized Representative | ||
By:
|
/s/ Jerry C. Moyes
|
Name:
|
Jerry C. Moyes
|
Title: |
Co-Trustee of the Manager
|
By:
|
/s/ Vickie Moyes
|
Name:
|
Vickie Moyes
|
Title: |
Co-Trustee of the Manager
|
Restatement Reference Price
|
Forward Floor Price
|
Forward Cap Price
|
USD 38.00
|
USD 39.00
|
USD 44.25
|
USD 39.00
|
USD 39.00
|
USD 45.00
|
USD 40.00
|
USD 39.00
|
USD 45.25
|
USD 41.00
|
USD 39.00
|
USD 45.25
|
USD 42.00
|
USD 39.00
|
USD 45.50
|
Date:
|
May 21, 2018
|
|
|
To:
|
M Capital Group Investors II, LLC
|
|
2200 South 75th Avenue
|
|
Phoenix, AZ 85043
|
|
|
Attn:
|
Chad Killebrew
|
|
|
From:
|
Citibank, N.A.
|
Fax No.:
|
212-615-8985
|
|
|
Reference Number:
|
NECOM7958825
|
Trade Date:
|
October 29, 2013
|
Sixth Amendment and Restatement Date:
|
May 21, 2018
|
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 for the Original Transaction 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 for the Original Transaction 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
|
Amendment and Restatement Reference Price:
|
An amount per Share equal to the arithmetic average of the Settlement Prices for each Initial Calculation Date, subject to “Averaging Date Disruption” below; provided that references to “Valuation Date” in Settlement Price shall be deemed to mean “Initial Calculation Date.”
|
Initial Calculation Dates:
|
Each of the 10 Scheduled Trading Days commencing on and including the Initial Calculation Period Start Date.
|
Initial Calculation Period:
|
The period commencing on and including the Initial Calculation Period Start Date and (without duplication) ending on and including the Initial Calculation Period End Date. Promptly following the Initial Calculation Period End Date, the Calculation Agent shall notify Counterparty of (a) the Amendment and Restatement Reference Price, (b) the Forward Floor Price and (c) the Forward Cap Price.
Promptly following the Initial Calculation Period End Date, Citibank will deliver to Counterparty an Optional Early Termination Amount table, similar in form to that attached to the Fifth Amended and Restated Transaction 1 Supplemental Confirmation and prepared by Citibank using a consistent methodology.
|
Initial Calculation Period Start Date:
|
The Scheduled Trading Day immediately following the Sixth Amendment and Restatement Date.
|
Initial Calculation Period End Date:
|
The final Initial Calculation Date.
|
Averaging Date Disruption:
|
Modified Postponement; provided that references to “Averaging Date” and “Valuation Date” or “Scheduled Valuation Date” in Section 6.7(c)(iii) of the Equity Definitions shall be deemed to mean “Initial Calculation Date” and “Initial Calculation Period End Date”, respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, if a Market Disruption Event occurs on any Initial Calculation Date, the Calculation Agent may determine that such Initial Calculation Date is a Disrupted Day only in part, in which case (i) the Calculation Agent shall designate the Valid Date determined pursuant to Section 6.7(c)(iii) of the Equity Definitions as the Initial Calculation Date for the remaining portion, (ii) the Settlement Price for such Disrupted Day shall be determined by the Calculation Agent based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day and (iii) the Calculation Agent shall determine the Amendment and Restatement Reference Price, as applicable, by an appropriately weighted average rather than an arithmetic average. Such determination shall be based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares.
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Forward Floor Price:
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Shall be determined using the Amendment and Restatement Reference Price and the table set forth in Schedule A.
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Forward Cap Price:
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Shall be determined using the Amendment and Restatement Reference Price and the table set forth in Schedule A.
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Cap Ratio:
|
Not Applicable
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Final Disruption Date:
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March 29, 2019
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Counterparty Second Amendment Payment Amount:
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USD 18,500,000
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Counterparty Second Amendment Payment Date:
|
The Second Amendment and Restatement Date; provided that, if Citibank determines, in its reasonable discretion, that it is impracticable for Counterparty to deliver the Counterparty Second Amendment Payment Amount by close of business on the Second Amendment and Restatement Date, then the Counterparty Second Amendment Payment Date shall be the Currency Business Day immediately following the Second Amendment and Restatement Date.
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Letter Agreement Reference Price:
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USD 15.0205
|
Counterparty Fourth Amendment Payment Amount:
|
USD 21,750,000. Counterparty agrees to pay Citibank the Counterparty Fourth Amendment Payment Amount on the Counterparty Fourth Amendment Payment Date.
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Counterparty Fourth Amendment Payment Date:
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The Currency Business Day immediately following the Amendment and Restatement Date.
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Component Number
|
Scheduled Valuation Date
|
Number of Shares
|
1
|
February 15, 2019
|
493,200
|
2
|
February 19, 2019
|
493,200
|
3
|
February 20, 2019
|
493,200
|
4
|
February 21, 2019
|
493,200
|
5
|
February 22, 2019
|
493,200
|
6
|
February 25, 2019
|
493,200
|
7
|
February 26, 2019
|
493,200
|
8
|
February 27, 2019
|
493,200
|
9
|
February 28, 2019
|
493,200
|
10
|
March 1, 2019
|
493,200
|
11
|
March 4, 2019
|
493,200
|
12
|
March 5, 2019
|
493,200
|
13
|
March 6, 2019
|
493,200
|
14
|
March 7, 2019
|
493,200
|
15
|
March 8, 2019
|
493,200
|
16
|
March 11, 2019
|
493,200
|
17
|
March 12, 2019
|
493,200
|
18
|
March 13, 2019
|
493,200
|
19
|
March 14, 2019
|
493,200
|
20
|
March 15, 2019
|
493,200
|
Shares: |
The Class A common stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. (f/k/a Swift Transportation Company) (the “Issuer”).
|
Settlement Price: |
The volume-weighted average price per Share on the relevant Valuation Date, as reasonably determined by the Calculation Agent by reference to the Bloomberg Page “KNX US <equity> AQR_SEC <Go>” (or any successor page thereto); provided that, if such price is not so reported for any reason or is, in the Calculation Agent’s reasonable discretion, erroneous, the Settlement Price shall be determined by the Calculation Agent in good faith and a commercially reasonable manner.
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Ordinary Cash Dividend: |
Any cash dividend or distribution that the Calculation Agent determines is an ordinary, quarterly cash dividend.
|
Excess Cash Dividend: |
Any Ordinary Cash Dividend to the extent such Ordinary Cash Dividend, together with any other Ordinary Cash Dividend with an ex-dividend date in the same calendar quarter, exceeds the applicable Contractual Dividend.
|
|
Yours sincerely,
|
|
|
|
|
|
CITIBANK, N.A.
|
|
By: | /s/ James Heathcote | |
Authorized Representative | ||
By:
|
/s/ Jerry C. Moyes
|
Name:
|
Jerry C. Moyes
|
Title: |
Co-Trustee of the Manager
|
By:
|
/s/ Vickie Moyes
|
Name:
|
Vickie Moyes
|
Title: |
Co-Trustee of the Manager
|
Restatement Reference Price
|
Forward Floor Price
|
Forward Cap Price
|
USD 38.00
|
USD 38.55
|
USD 43.80
|
USD 39.00
|
USD 38.55
|
USD 44.55
|
USD 40.00
|
USD 38.25
|
USD 44.55
|
USD 41.00
|
USD 37.75
|
USD 44.55
|
USD 42.00
|
USD 37.50
|
USD 44.55
|
Date:
|
May 21, 2018
|
|
|
To:
|
M Capital Group Investors II, LLC
|
|
2200 South 75th Avenue
|
|
Phoenix, AZ 85043
|
|
|
Attn:
|
Chad Killebrew
|
|
|
From:
|
Citigroup Global Markets Inc.
|
Fax No.:
|
212-615-8985
|
|
|
Reference Number:
|
To be advised by CGMI
|
Trade Date:
|
May 18, 2016
|
Third Amendment and Restatement Date:
|
May 21, 2018
|
Prepayment Date:
|
May 19, 2016; provided that Counterparty authorizes and directs CGMI to pay the Prepayment Amount Counterparty is entitled to receive to Citibank, N.A. on Counterparty’s behalf.
|
Prepayment Amount:
|
USD 161,313,613.52
|
Initial Reference Price:
|
USD 14.7265
|
Amendment and Restatement Reference Price:
|
An amount per Share equal to the arithmetic average of the Settlement Prices for each Initial Calculation Date, subject to “Averaging Date Disruption” below; provided that references to “Valuation Date” in Settlement Price shall be deemed to mean “Initial Calculation Date.”
|
Initial Calculation Dates:
|
Each of the 10 Scheduled Trading Days commencing on and including the Initial Calculation Period Start Date.
|
Initial Calculation Period:
|
The period commencing on and including the Initial Calculation Period Start Date and (without duplication) ending on and including the Initial Calculation Period End Date. Promptly following the Initial Calculation Period End Date, the Calculation Agent shall notify Counterparty of (a) the Amendment and Restatement Reference Price, (b) the Forward Floor Price and (c) the Forward Cap Price.
Promptly following the Initial Calculation Period End Date, CGMI will deliver to Counterparty an Optional Early Termination Amount table, similar in form to that attached to the Second Amended and Restated Transaction 1 Supplemental Confirmation and prepared by CGMI using a consistent methodology.
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Initial Calculation Period Start Date:
|
The Scheduled Trading Day immediately following the Third Amendment and Restatement Date.
|
Initial Calculation Period End Date:
|
The final Initial Calculation Date.
|
Averaging Date Disruption:
|
Modified Postponement; provided that references to “Averaging Date” and “Valuation Date” or “Scheduled Valuation Date” in Section 6.7(c)(iii) of the Equity Definitions shall be deemed to mean “Initial Calculation Date” and “Initial Calculation Period End Date”, respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, if a Market Disruption Event occurs on any Initial Calculation Date, the Calculation Agent may determine that such Initial Calculation Date is a Disrupted Day only in part, in which case (i) the Calculation Agent shall designate the Valid Date determined pursuant to Section 6.7(c)(iii) of the Equity Definitions as the Initial Calculation Date for the remaining portion, (ii) the Settlement Price for such Disrupted Day shall be determined by the Calculation Agent based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day and (iii) the Calculation Agent shall determine the Amendment and Restatement Reference Price, as applicable, by an appropriately weighted average rather than an arithmetic average. Such determination shall be based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares.
|
Forward Floor Price:
|
Shall be determined using the Amendment and Restatement Reference Price and the table set forth in Schedule A.
|
Forward Cap Price:
|
Shall be determined using the Amendment and Restatement Reference Price and the table set forth in Schedule A.
|
Final Disruption Date:
|
March 29, 2019
|
Component Number
|
Scheduled Valuation Date
|
Number of Shares
|
1
|
February 15, 2019
|
442,585
|
2
|
February 19, 2019
|
442,585
|
3
|
February 20, 2019
|
442,585
|
4
|
February 21, 2019
|
442,585
|
5
|
February 22, 2019
|
442,585
|
6
|
February 25, 2019
|
442,585
|
7
|
February 26, 2019
|
442,585
|
8
|
February 27, 2019
|
442,585
|
9
|
February 28, 2019
|
442,585
|
10
|
March 1, 2019
|
442,585
|
11
|
March 4, 2019
|
442,585
|
12
|
March 5, 2019
|
442,585
|
13
|
March 6, 2019
|
442,585
|
14
|
March 7, 2019
|
442,585
|
15
|
March 8, 2019
|
442,585
|
16
|
March 11, 2019
|
442,585
|
17
|
March 12, 2019
|
442,585
|
18
|
March 13, 2019
|
442,585
|
19
|
March 14, 2019
|
442,585
|
20
|
March 15, 2019
|
442,577
|
Shares: |
The Class A common stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. (f/k/a Swift Transportation Company) (the “Issuer”).
|
Settlement Price: |
The volume-weighted average price per Share on the relevant Valuation Date, as reasonably determined by the Calculation Agent by reference to the Bloomberg Page “KNX US <equity> AQR_SEC <Go>” (or any successor page thereto); provided that, if such price is not so reported for any reason or is, in the Calculation Agent’s reasonable discretion, erroneous, the Settlement Price shall be determined by the Calculation Agent in good faith and a commercially reasonable manner.
|
Dividend Adjustments: |
If at any time during the period from, but excluding, the Trade Date to, and including, a Valuation Date, an ex-dividend date for an Ordinary Cash Dividend to the extent it is an Excess Cash Dividend or for any dividend or distribution that is not an Ordinary Cash Dividend occurs with respect to the Shares (whether cash or non-cash and including any spin-off or other similar transaction) (a “Relevant Distribution”), then, except as provided in the next sentence, the Calculation Agent will adjust one or more of the Forward Floor Price, the Forward Cap Price, the Number of Shares or any other variable relevant to the valuation, settlement, payment or other terms of such Component to reflect the impact of such dividend or distribution on the theoretical value of such Component. In the case of a Relevant Distribution that is an Excess Cash Dividend, Counterparty may elect, by written notice to CGMI no later than the fifth Scheduled Trading Day immediately preceding the ex-dividend date for such Relevant Distribution, that, in lieu of the adjustment provided in the preceding sentence, Counterparty shall pay CGMI, on the date such Relevant Distribution is paid by the Issuer, an amount equal to the amount of such Relevant Distribution multiplied by the aggregate Number of Shares underlying each Transaction on the relevant ex-dividend date.
|
Ordinary Cash Dividend: |
Any cash dividend or distribution that the Calculation Agent determines is an ordinary, quarterly cash dividend.
|
Excess Cash Dividend: |
Any Ordinary Cash Dividend to the extent such Ordinary Cash Dividend, together with any other Ordinary Cash Dividend with an ex-dividend date in the same calendar quarter, exceeds the applicable Contractual Dividend.
|
Contractual Dividend: |
USD 0.06 for each calendar quarter prior to December 31, 2018 and USD 0 for each calendar quarter thereafter (subject to adjustment by the Calculation Agent in its sole discretion in accordance with Calculation Agent Adjustment to account for any Potential Adjustment Event or Extraordinary Event and subject to adjustment by the Calculation Agent in its sole discretion to account for any change to the timing and/or frequency of payment of the Issuer’s regular dividend).
|
|
Yours sincerely,
|
|
|
|
|
|
CITIGROUP GLOBAL MARKETS INC.
|
|
By: | /s/ James Heathcote | |
Authorized Representative | ||
By:
|
/s/ Jerry C. Moyes
|
Name:
|
Jerry C. Moyes
|
Title: |
Co-Trustee of the Manager
|
By:
|
/s/ Vickie Moyes
|
Name:
|
Vickie Moyes
|
Title: |
Co-Trustee of the Manager
|
Amendment and Restatement Reference Price
|
Forward Floor Price
|
Forward Cap Price
|
USD 38.00
|
USD 39.00
|
USD 44.25
|
USD 39.00
|
USD 39.00
|
USD 45.00
|
USD 40.00
|
USD 39.00
|
USD 45.25
|
USD 41.00
|
USD 39.00
|
USD 45.25
|
USD 42.00
|
USD 39.00
|
USD 45.50
|
1.
|
Cactus II and CGML, represented by CGMI as its agent, have entered into a Securities Sale and Repurchase Agreement, dated as of May 30, 2014, as amended by the Amended & Restated Swift Transportation Company Prepaid Variable Share Forward Commitment Letter, Waiver and Amendment Agreement, dated as of October 7, 2015, between Cactus II, CGML, represented by CGMI as agent, Jerry C. Moyes, Cactus Holding Company, LLC, M Capital Group Investors II, LLC and Citibank, N.A., as amended by the Amendment to Repurchase Agreement, dated as of May 18, 2016, between Cactus II and CGML, represented by CGMI as agent, as amended by the Second Amendment to Repurchase Agreement, dated as of July 27, 2016, between Cactus II and CGML, represented by CGMI as agent, as amended by the Third Amendment to Repurchase Agreement, dated as of November 18, 2016, between Cactus II and CGML, represented by CGMI as agent, and as amended by the Fourth Amendment to Repurchase Agreement, dated as of November 16, 2017, between Cactus II and CGML, represented by CGMI as agent (as amended, the “Repurchase Agreement”); and
|
2.
|
Cactus II and CGML have agreed to amend certain provisions of the Repurchase Agreement, upon the following terms and conditions.
|
1.
|
Amendments to Repurchase Agreement. CGMI, as agent for CGML, and Cactus II hereby agree to amend the Repurchase Agreement as follows:
|
2.
|
Representations. Cactus II represents to CGML that:
|
3.
|
Continuing Effect. Except as expressly amended by this Amendment, the Repurchase Agreement and the other Transaction Documents remain in full force and effect in accordance with their terms, and are hereby in all respects ratified and confirmed. All references to the Repurchase Agreement in the Repurchase Agreement or any document related thereto shall for all purposes constitute references to the Repurchase Agreement as amended hereby.
|
4.
|
Incorporation by Reference. Sections 4.3, 11, 12, 13, 17, 18, 19, 21 and 22 of the Repurchase Agreement shall apply to this Amendment mutatis mutandis.
|
CACTUS HOLDING COMPANY II, LLC
|
|
By: Jerry and Vickie Moyes Family Trust, its Manager
|
By:
|
/s/ Jerry C. Moyes
|
Name:
|
Jerry C. Moyes
|
Title: |
Co-Trustee of the Manager
|
By:
|
/s/ Vickie Moyes
|
Name:
|
Vickie Moyes
|
Title: |
Co-Trustee of the Manager
|
CITIGROUP GLOBAL MARKETS INC., as agent for
CITIGROUP GLOBAL MARKETS LIMITED
|
|
By:
|
/s/ James Heathcote
|
|
Authorized Signatory
|