0001008886-19-000195.txt : 20191113 0001008886-19-000195.hdr.sgml : 20191113 20191113171252 ACCESSION NUMBER: 0001008886-19-000195 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20191113 DATE AS OF CHANGE: 20191113 GROUP MEMBERS: CACTUS HOLDING CO II, LLC GROUP MEMBERS: CACTUS HOLDING COMPANY, LLC GROUP MEMBERS: JERRY & VICKIE MOYES FAMILY TRUST DATED 12/11/87 GROUP MEMBERS: JERRY MOYES GROUP MEMBERS: LYNDEE MOYES NESTER GROUP MEMBERS: M CAPITAL GROUP INVESTORS II, LLC GROUP MEMBERS: M CAPITAL GROUP INVESTORS, LLC GROUP MEMBERS: M DYNASTY CAPITAL, LLC GROUP MEMBERS: M SIX INVESTORS, LLC GROUP MEMBERS: MICHAEL MOYES GROUP MEMBERS: VICKIE MOYES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Knight-Swift Transportation Holdings Inc. CENTRAL INDEX KEY: 0001492691 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 205589597 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85833 FILM NUMBER: 191215139 BUSINESS ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 602-269-9700 MAIL ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT TRANSPORTATION Co DATE OF NAME CHANGE: 20110512 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT TRANSPORTATION CO DATE OF NAME CHANGE: 20101209 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT TRANSPORTATION Co DATE OF NAME CHANGE: 20101129 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOYES JERRY CENTRAL INDEX KEY: 0000901736 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: SWIFT TRANSPORTATION COMPANY STREET 2: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 SC 13D/A 1 schedule13da.htm SCHEDULE 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 19)

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
__________________________________________________________________________________
(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
__________________________________________________________________________________
(Title of Class of Securities)

499049104
__________________________________________________________________________________
(CUSIP Number)

Jerry and Vickie Moyes
2200 South 75th Avenue
Phoenix, AZ 85034
Telephone:  (623) 907-7388
Facsimile:  (602) 275-6417
__________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Earl Scudder & Chris Kortum
Scudder Law Firm, P.C., L.L.O.
411 South 13th Street, 2nd Floor
Lincoln, NE 68508

November 11, 2019
__________________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
 

CUSIP NO.:  87074U101

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
31,546,151(1)
 
 
9.
Sole Dispositive Power
0
 
 
10.
Shared Dispositive Power
31,546,151(1)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(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 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, M Six Investors, and M Dynasty 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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2019.

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
31,546,151(1)
 
 
9.
Sole Dispositive Power
0
 
 
10.
Shared Dispositive Power
31,546,151(1)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(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 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, M Six Investors, and M Dynasty 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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2019.


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
31,523,497(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
31,523,497(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(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 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, M Six Investors, and M Dynasty 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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2019.

 

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
1,898,791(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
1,898,791(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(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, M Capital I, M Capital II, M Six Investors, and M Dynasty 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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2019.


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
4,471,950(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
4,471,950 (1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(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, M Six Investors, and M Dynasty 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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2019.


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
10,751,311(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
10,751,311(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(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, M Six Investors, and M Dynasty 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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2019.


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
40,889,881(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, M Six Investors, and M Dynasty 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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2019.

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
360,000(1)
 
8.
Shared Voting Power
6,196,950(2)
 
 
9.
Sole Dispositive Power
360,000(1)
 
 
10.
Shared Dispositive Power
6,196,950(2)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(3)
 
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%(4)
 
14.
Type of Reporting Person (See Instructions)
IN
 

 
(1)
Includes shares of common stock owned by various trusts for the benefit of the children of Jerry and Vickie Moyes and over which the Reporting Person serves as the trustee and has sole voting and dispositive power.
     
 
(2)
Shares held by M Six Investors and M Capital I over which the Reporting Person shares voting and dispositive power with LynDee Moyes Nester.
     
 
(3)
Includes shares of common stock held by LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital II, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
     
 
(4)
The percentage indicated is based upon 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2019.
 

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
2,655,924(1)
 
8.
Shared Voting Power
6,196,950(2)
 
 
9.
Sole Dispositive Power
2,655,924(1)
 
 
10.
Shared Dispositive Power
6,196,950(2)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(3)
 
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%(4)
 
14.
Type of Reporting Person (See Instructions)
IN
 

 
(1)
Includes shares of common stock held by a trust for the benefit of Michael Moyes and over which the Reporting Person serves as the trustee and has sole voting and dispositive power. Also includes shares held by M Dynasty, over which the Reporting Person has sole voting and dispositive power as manager of M Dynasty.
     
 
(2)
Shares held by M Six Investors and M Capital I over which the Reporting Person shares voting and dispositive power with Michael Moyes.
     
 
(3)
Includes shares of common stock held by Michael Moyes, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital II, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
     
 
(4)
The percentage indicated is based upon 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2019.

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
1,725,000(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
1,725,000(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(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, M Capital II, and M Dynasty 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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2019.



1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
M Dynasty Capital, LLC (83-3632774)
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
2,583,924(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
2,583,924(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(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, 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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2019.


 
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.

This Amendment No. 19 (this “Amendment”) to the statement on Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011, as previously amended from time to time (the “Original Statement”) relates to the Class A Common Stock, par value $0.01 per share of Knight-Swift Transportation Holdings Inc., a Delaware corporation.  The principal executive offices of the Issuer are located at 20002 North 19th Avenue, Phoenix, Arizona 85027.  Information contained in the Original Statement remains effective except to the extent that it is amended, restated, supplemented, or superseded by information contained in this Amendment.  Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Original Statement.

Item 5.
Interest in Securities of the Issuer.

Item 5 of the Original Statement is hereby amended and supplemented by adding the following information:

(c)          Transactions Effected During the Past Sixty Days:

On November 11, 2019, M Capital II and Cactus Holding I entered into a Trigger Price Letter Agreement (the “Letter Agreement”) with Citigroup Global Markets Inc. (“CGMI”).  The Letter Agreement relates to the previously disclosed Trigger Price Agreement dated August 23, 2019, by and among M Capital II, Cactus Holding I, and CGMI (the “Trigger Price Agreement”), which was entered into in connection with certain previously disclosed variable prepaid forward contract (“VPF”) transactions to which M Capital II and Cactus Holding I are parties.  The Letter Agreement increases the Reset Trigger Price (as defined in the Trigger Price Agreement) to $38.50.  The Letter Agreement also requires M Capital II and Cactus Holding I to pay CGMI an aggregate amount of $6 million no later than December 9, 2019, and provides that this amount will offset future amounts payable under the terms of the Trigger Price Agreement.  The Letter Agreement further provides that CGMI will take the payment into account in determining the economic terms of any future extension of the existing VPF maturity dates.   The Letter Agreement did not change the floor prices, cap prices, or maturity dates under the existing VPFs. The Letter Agreement is dated effective as of October 31, 2019.

The purpose of the foregoing transactions was to maintain the aforementioned VPFs.  The foregoing description of the Letter Agreement is qualified in its entirety by the text of the Letter Agreement, which is filed herewith as Exhibit 99.11.

 Item 6.
Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.

The information set forth under Item 5 of this Amendment is incorporated herein by reference.

Item 7.
Material to be Filed as Exhibits.
 
 
Joint Filing Agreement, dated August 28, 2019, by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 of Schedule 13D/A filed with the Securities and Exchange Commission on August 29, 2019
     
 
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 99.6 of Schedule 13D/A filed with the Securities and Exchange Commission on January 2, 2019
     
 
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, incorporated by reference to Exhibit 99.9 of Schedule 13D/A filed with the Securities and Exchange Commission on January 2, 2019
     
 
Power of Attorney of M Dynasty Capital, LLC, incorporated by reference to Exhibit 99.9 of Schedule 13D/A filed with the Securities and Exchange Commission on August 29, 2019
     
 
Trigger Price Letter Agreement between M Capital Group Investors II, LLC, Cactus Holding Company, LLC, and Citigroup Global Markets Inc., dated October 31, 2019
 

SIGNATURE
 
After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth herein is true, complete, and correct, and that this statement is filed on behalf of the undersigned and the other signatories hereto.
 
 
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 Michael Moyes, its co-Manager
   
   
 
/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
   
 
M CAPITAL GROUP 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 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 previously filed
   
   
 
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 previously filed
   
   
 
M DYNASTY CAPITAL, LLC, by LynDee Nester, its co-Manager
   
   
 
/s/ LynDee Nester, 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

Dated: November 13, 2019
 EX-99.11 2 exhibit9911.htm EXHIBIT 99.11 (TRIGGER PRICE AGREEMENT AMENDMENT)
Exhibit 99.11
TRIGGER PRICE LETTER AGREEMENT

Date:
October 31, 2019
 
 
To:
M Capital Group Investors II, LLC
 
 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 is made to the following agreements (collectively, the “Transaction Documents”):
(a)
Trigger Price Agreement, dated as of August 23, 2019, among Citigroup Global Markets Inc. (“CGMI”), M Capital Group Investors II, LLC (“M Capital II”) and Cactus Holding Company, LLC (“Cactus I”) (the “Trigger Price Agreement”);
(b)
Trigger Price Agreement Notice, dated as of September 10, 2019, delivered by CGMI and confirmed by M Capital II and Cactus I (the “Trigger Price Agreement Notice”);
(c)
The Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated as of May 18, 2016, between M Capital II and CGMI (as amended, modified or supplemented from time to time, the “M Capital II Master Confirmation”), the Fifth Amended and Restated Transaction 1 Supplemental Confirmation to the M Capital II Master Confirmation, dated August 23, 2019 (as adjusted by the Trigger Price Agreement Notice, the “M Capital II Fifth A&R Transaction 1 Supplemental Confirmation”) and the Transaction 2 Supplemental Confirmation to the M Capital II Master Confirmation, dated August 23, 2019 (as adjusted by the Trigger Price Agreement Notice, the “M Capital II Transaction 2 Supplemental Confirmation” and, together with the M Capital II Master Confirmation and the M Capital II Fifth A&R Transaction 1 Supplemental Confirmation, the “M Capital II Confirmation”); and
(d)
The Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated as of October 30, 2015, between Cactus I and CGMI (as amended, modified or supplemented from time to time, the “Cactus I Master Confirmation”), the Sixth Amended and Restated Supplemental Confirmation to the Cactus I Master Confirmation, dated August 23, 2019 (as adjusted by the Trigger Price Agreement Notice, the “Cactus I Sixth A&R Supplemental Confirmation”), the Fifth Amended and Restated May 2016 Supplemental Confirmation to the Cactus I Master Confirmation, dated August 23, 2019 (as adjusted by the Trigger Price Agreement Notice, the “Cactus I Fifth A&R May 2016 Supplemental Confirmation”) and the Amended and Restated February 2019 Supplemental Confirmation to the Cactus I Master Confirmation, dated August 23, 2019 (as adjusted by the Trigger Price Agreement Notice, the “Cactus I A&R February 2019 Supplemental Confirmation” and, together with the Cactus I Master Confirmation, the Cactus I Sixth A&R Supplemental Confirmation and the Cactus I Fifth A&R May 2016 Supplemental Confirmation, the “Cactus I Confirmation”).
WHEREAS, on October 23, 2019, a Reset Trigger Price Event occurred under the Trigger Price Agreement;
WHEREAS, in lieu of CGMI exercising its right under Section 1(b) of the Trigger Price Agreement to require each of M Capital II and Cactus I to pay currently Trigger Price Reset Amounts to reset both the Reset Trigger Price and the Early Termination Trigger Price, the parties intend to reset only the Reset Trigger Price and provide for M Capital II and Cactus I to make a payment to CGMI that will be available only to reduce Trigger Price Reset Amounts, if any, that would otherwise be payable following the occurrence of any future Reset Trigger Price Events, with any remainder taken into account in the next extensions, if any, of the “Transactions” under the M Capital II Confirmation and Cactus I Confirmation.
Accordingly, the parties hereto agree as follows:
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Trigger Price Agreement.
1.          As of the date hereof, the Reset Trigger Price shall be increased from USD 37.85 to USD 38.50.  For the avoidance of doubt, the Early Termination Trigger Price shall not be increased.
2.          On or prior to December 9, 2019 (the “Payment Deadline”), M Capital II shall pay CGMI USD 3,840,000 and Cactus I shall pay CGMI USD 2,160,000 (each, a “Letter Payment Amount”), which payment obligation shall constitute a Secured Obligation under its respective Pledge Agreement and shall be payable whether or not a Reset Trigger Price Event or Trigger Price Termination Event occurs following the date hereof. If CGMI does not receive such Letter Payment Amounts from each of M Capital II and Cactus I by such Payment Deadline, it shall constitute a Trigger Price Termination Event under the Trigger Price Agreement.
3.          If a Reset Trigger Price Event occurs and CGMI exercises its right under Section 1(b) of the Trigger Price Agreement to require each of M Capital II and Cactus I to pay Trigger Price Reset Amounts, the Trigger Price Reset Amount otherwise payable by each of M Capital II and by Cactus I in respect of such Reset Trigger Price Event shall be reduced by the Letter Payment Amount payable  by it under Section 2 above.
4.          Following the date hereof, if and only if each of M Capital II and Cactus I enter into an agreement with CGMI to extend the Scheduled Valuation Dates of each “Transaction” under the M Capital II Confirmation and Cactus I Confirmation, respectively, then the remaining Letter Payment Amount actually paid by it under Section 2 above, but not used to reduce Trigger Price Reset Amounts otherwise payable under Section 3 above, shall be taken into account by CGMI in determining the economic terms of such agreements.
5.          Sections 4 and 5 of the Trigger Price Agreement shall apply to this Letter Agreement mutatis mutandis.

 
Yours sincerely,
   
 
CITIGROUP GLOBAL MARKETS INC.
   
 
By:
 /s/ James Heathcote
 
Name:
 James Heathcote
 
Title:
 Authorized Signatory
   
   
Acknowledged and Agreed:
  
   
M CAPITAL GROUP INVESTORS 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
  
   
   
CACTUS HOLDING COMPANY, 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
  



[Trigger Price Letter Agreement]