0001008886-20-000102.txt : 20200602 0001008886-20-000102.hdr.sgml : 20200602 20200602160655 ACCESSION NUMBER: 0001008886-20-000102 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200602 DATE AS OF CHANGE: 20200602 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: 20937003 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. 22)

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

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

May 29, 2020
__________________________________________________________________________________
(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
30,406,151(1)
 
 
9.
Sole Dispositive Power
0
 
 
10.
Shared Dispositive Power
30,406,151(1)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025(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)
23.3%(3)
 
14.
Type of Reporting Person (See Instructions)
IN
 

 
(1)
Includes shares of Common Stock (“Common Stock” or “common stock”) of Knight-Swift Transportation Holdings Inc. 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 shares of common stock held by trusts for which Michael Moyes and LynDee Moyes Nester serve as trustee, M Six Investors, M Capital I, 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 169,823,220 shares of common stock outstanding as of April 30, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 6, 2020.


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
30,406,151 (1)
 
 
9.
Sole Dispositive Power
0
 
 
10.
Shared Dispositive Power
30,406,151 (1)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025(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)
23.3%(3)
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 
(1)
Includes shares of common stock 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 shares of common stock held by trusts for which Michael Moyes and LynDee Moyes Nester serve as trustee, M Six Investors, M Capital I, 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 169,823,220 shares of common stock outstanding as of April 30, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 6, 2020.



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
30,529,887(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
30,529,887(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025(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)
23.3%(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 shares of common stock held by trusts for which Michael Moyes and LynDee Moyes Nester serve as trustee, M Six Investors, M Capital I, 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 169,823,220 shares of common stock outstanding as of April 30, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 6, 2020.

 


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
1,062,885(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
1,062,885(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025(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)
23.3%(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 trusts for which Michael Moyes and LynDee Moyes Nester serve as trustee, 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 169,823,220 shares of common stock outstanding as of April 30, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 6, 2020.



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
3,598,214(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
3,598,214 (1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025 (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)
23.3%(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 trusts for which Michael Moyes and LynDee Moyes Nester serve as trustee, 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 169,823,220 shares of common stock outstanding as of April 30, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 6, 2020.



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
39,619,025 (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)
23.3%(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 trusts for which Michael Moyes and LynDee Moyes Nester serve as trustee, 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 169,823,220 shares of common stock outstanding as of April 30, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 6, 2020.



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
18,715,691(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
18,715,691(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025 (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)
23.3%(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 trusts for which Michael Moyes and Lyndee Moyes Nester serve as trustee, 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 169,823,220 shares of common stock outstanding as of April 30, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 6, 2020.


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
144,000(1)
 
8.
Shared Voting Power
6,196,950(2)
 
 
9.
Sole Dispositive Power
144,000(1)
 
 
10.
Shared Dispositive Power
6,196,950(2)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025 (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)
23.3%(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 trusts for which LynDee Moyes Nester serves as trustee, 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 169,823,220 shares of common stock outstanding as of April 30, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 6, 2020.
 


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
2,871,924(1)
 
8.
Shared Voting Power
6,196,950(2)
 
 
9.
Sole Dispositive Power
2,871,924(1)
 
 
10.
Shared Dispositive Power
6,196,950(2)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025 (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)
23.3%(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. 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 trusts for which Michael Moyes serves as trustee, 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 169,823,220 shares of common stock outstanding as of April 30, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 6, 2020.


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
2,475,000(1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
2,475,000(1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025 (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)
23.3%(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 trusts for which Michael Moyes and LynDee Moyes Nester serve as trustee, 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 169,823,220 shares of common stock outstanding as of April 30, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 6, 2020.













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
39,619,025 (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)
23.3%(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 trusts for which Michael Moyes and LynDee Moyes Nester serve as trustee, 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 169,823,220 shares of common stock outstanding as of April 30, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 6, 2020.



 
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. 22 (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 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 April 16, 2020, M Capital I distributed 123,736 shares of common stock to Cactus Holding I in respect of its membership interest in M Capital I, then Cactus Holding I distributed such shares to Cactus Holding Company III, LLC (“Cactus Holding III”) in respect of its membership interest in Cactus Holding I, and then Cactus Holding III contributed such shares to Cactus Holding II.

On May 4, 2020 and May 5, 2020, Jerry Moyes transferred an aggregate of 227 shares to Vickie Moyes and 22,200 shares to the Moyes Trust for no consideration, then Jerry Moyes, Vickie Moyes, and the Moyes Trust contributed 227 shares, 227 shares, and 22,200 shares, respectively, to Cactus Holding III, and then Cactus Holding III contributed all such shares to Cactus Holding II.

On May 5, 2020, M Capital II distributed 578 shares to Jerry Moyes, 68,182 shares to Jerry and Vickie Moyes, jointly, and 88,944 shares to the Moyes Trust in respect of their membership interests in M Capital II, then Jerry and Vickie Moyes, jointly, transferred 999 shares to Jerry Moyes, 1,577 shares to Vickie Moyes, and 65,606 shares to the Moyes Trust, in each case for no consideration, then Jerry Moyes, Vickie Moyes, and the Moyes Trust contributed 1,577 shares, 1,577 shares, and 154,550 shares, respectively, to Cactus Holding III in respect of their membership interests in Cactus Holding III, and then Cactus Holding III contributed all such shares to Cactus Holding II in respect of its membership interest in Cactus Holding II.

On May 29, 2020, 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 eliminates prospectively the Reset Trigger Price and the Early Termination Trigger Price (as defined in the Trigger Price Agreement).  The Letter Agreement also requires M Capital II and Cactus Holding I to pay CGMI an aggregate amount of $8.5 million no later than September 1, 2020.  The Letter Agreement further provides that CGMI shall adjust the terms of the VPFs on the earlier of September 21, 2020 and the date a “Trigger Price Termination Event” occurs under the Trigger Price Agreement, as CGMI determines appropriate to account for the amount owed under the Trigger Price Agreement. The floor prices, cap prices, and maturity dates under the existing VPFs remained the same as of the date of the Letter Agreement.

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 99.10 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 May 29, 2020
 

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 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: June 2, 2020
EX-99.11 2 exhibit9911.htm EXHIBIT 99.11 (TRIGGER PRICE LETTER AGREEMENT BETWEEN M CAPITAL GROUP INVESTORS II, LLC, CACTUS HOLDING COMPANY, LLC, AND CITIGROUP GLOBAL MARKETS INC., DATED MAY 29, 2020)

Exhibit 99.11


TRIGGER PRICE LETTER AGREEMENT
Date:
May 29, 2020
 
 
To:
M Capital Group Investors II, LLC
 
Cactus Holding Company, LLC
 
2200 South 75th Avenue Phoenix, AZ 85043 Attn: Jerry Moyes
 
 
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”) as amended by the Trigger Price Letter Agreement dated October 31, 2019 and the Trigger Price Letter Agreement dated February 12, 2020 (the amended agreement, 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 and the Trigger Price Agreement Notice, dated as of March 20, 2020, delivered by CGMI and confirmed by M Capital II and Cactus I (each, a “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 Notices, 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 Notices, 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 Notices, 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 Notices, 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 Notices, 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 certain dates in May 2020, 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 (i) eliminate prospectively the Reset Trigger Price and the Early Termination Trigger Price, (ii) provide for M Capital II and Cactus I to pay a portion of the Trigger Price Reset Amounts in cash, (iii) provide for CGMI to make such adjustments to the terms of the M Capital II Confirmation and the Cactus I Confirmation as it determines appropriate to account for the remaining portion of the Trigger Price Reset Amounts and (iv) amend certain terms of the Trigger Price Agreement.

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. Pursuant to Section 1(b) of the Trigger Price Agreement, CGMI notified each of M Capital II and Cactus I (which shall be deemed delivered on a timely basis under the Trigger Price Agreement) that a Reset Trigger Price Event has occurred and that CGMI is exercising its right under such Section 1(b) to require each of M Capital II and Cactus I to pay the Trigger Price Reset Amounts, as set forth herein.
2. The aggregate Trigger Price Reset Amount with respect to M Capital II shall be USD 36,426,000, and the aggregate Trigger Price Reset Amount with respect to Cactus I shall be USD 20,378,000, in each case including amounts owing in respect of the amendments in Section 4 hereof.  To pay the cash portion of their respective Trigger Price Reset Amount, M Capital II shall pay CGMI USD 5,410,000 and Cactus I shall pay CGMI USD 3,090,000 (each, a “Partial Reset Payment”) on or prior to September 1, 2020 (the “Payment Deadline”), which payment obligation shall constitute an amount payable under its respective Confirmation and a Secured Obligation under its respective Pledge Agreement and shall be payable whether or not a Trigger Price Termination Event occurs following the date hereof.  If CGMI does not receive such Partial Reset Payment 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. On or promptly following the earlier of (i) September 21, 2020 and (ii) the date a Trigger Price Termination Event under the Trigger Price Agreement occurs or an Early Termination Date occurs under the M Capital II Confirmation or the Cactus I Confirmation, CGMI shall adjust the terms of the M Capital II Confirmation and Cactus I Confirmation (including without limitation the floor and cap prices (which may be set to equal the other) and valuation dates) as it determines appropriate to account for the non-cash portion of the Trigger Price Reset Amounts.
4. Effective upon receipt by CGMI of the countersignatures to this Letter Agreement from each of M Capital II and Cactus I, the Trigger Price Agreement shall be amended as follows:
a.
Sections 1 and 3 of the Trigger Price Agreement shall be deleted in their entirety and replaced with “[Reserved].”
b.
Section 2 of the Trigger Price Agreement shall be deleted in its entirety and replaced with the following, with Partial Reset Payment and Payment Deadline defined as set forth above:
Notwithstanding anything to the contrary in the M Capital II Confirmation or the Agreement (as defined in the M Capital II Master Confirmation) or the Cactus I Confirmation or the Agreement (as defined in the M Capital II Confirmation), if (i) CGMI does not receive the Partial Reset Payment with respect to each of M Capital II and Cactus I by the Payment Deadline (such occurrence of (i), the “Trigger Price Termination Event”), (x) it shall constitute an immediate Event of Default (without regard to any otherwise applicable notice requirement or grace period) under each of the M Capital II Confirmation and Cactus I Confirmation with respect to M Capital II and Cactus I, respectively, (y) CGMI may elect that an Early Termination Date be deemed to have been designated (without regard to any otherwise applicable notice requirement or grace period) with respect to each such Event of Default on any date on or after the date of such Trigger Price Termination Event and (z) upon such election, the Early Termination Amount payable by M Capital II and Cactus I, respectively, with respect to each of the M Capital II Confirmation and Cactus I Confirmation shall be equal to the sum of (A) the closing price of the Shares (as defined in the M Capital II Confirmation) on such Early Termination Date (or, in the absence of a closing price, a price reasonably determined by CGMI), multiplied by the M Capital II Collateral Shares or the Cactus I Collateral Shares, as applicable, (B) the losses or costs incurred by CGMI in connection with terminating, liquidating or reestablishing any hedge related to the “Transactions” under the M Capital II or Cactus I Confirmation, as applicable, as determined by CGMI in a commercially reasonable manner, and (C) the Partial Reset Payment.  For the avoidance of doubt, the parties agree and acknowledge that the occurrence of such Trigger Price Termination Event shall entitle CGMI to immediately exercise remedies available to it pursuant to the M Capital II Security Agreement and the Cactus I Security Agreement.
2

5. Each of M Capital II and Cactus I notified CGMI (which shall be deemed delivered on a timely basis under the Trigger Price Agreement) that it has the ability to pay the Trigger Price Reset Amount (including the adjustments contemplated herein) and will meet its obligations with respect to the Trigger Price Reset Amount.
6. Sections 4 and 5 of the Trigger Price Agreement shall apply to this Letter Agreement mutatis mutandis.  Each of M Capital II and Cactus I shall evidence their agreement to the terms and conditions of this Letter Agreement by countersigning below and returning a copy to us.
7. Except as specifically provided herein, the foregoing shall not be (i) deemed to modify or affect the obligations of M Capital II or Cactus I to comply with each and every obligation, covenant, duty, or agreement under the Transaction Documents and all other instruments, documents, and agreements issued, executed, or delivered in connection with the Transaction Documents, or (ii) construed to be a waiver of, or in any way obligate CGMI to waive, or any default or Event of Default under any of the Transaction Documents that have occurred or that may occur from and after the date hereof.
3

   
Yours sincerely,
     
   
CITIGROUP GLOBAL MARKETS INC.
     
  By:
/s/ James Heathcote
    Name: James Heathcote
    Title: Authorized Signatory
     
     
Acknowledged and Agreed as of the date first set forth above:
   
     
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