SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Moyes Michael

(Last)

(First)

(Middle)

SWIFT TRANSPORTATION COMPANY

PO BOX 1397

(Street)

TOLLESON

85353

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SWIFT TRANSPORTATION Co [ SWFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/29/2013		P⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾		19,465,787	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	19,465,787	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	Member
Class B Common Stock								690,291	I⁽⁹⁾	As Trustee
Class B Common Stock								690,291	I⁽¹⁰⁾	As Trustee
Class B Common Stock								690,291	I⁽¹¹⁾	As Trustee
Class B Common Stock								690,291	I⁽¹²⁾	As Trustee
Class B Common Stock								690,291	I⁽¹³⁾	As Trustee
Class B Common Stock								690,291	I⁽¹⁴⁾	By Trust
Class B Common Stock								17,958,799	I⁽¹⁵⁾	Member
Class B Common Stock								2,366,685	I⁽⁸⁾	Member

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	10/29/2013		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾		1		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	Class A Common Stock	25,994,016	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	0	I⁽⁸⁾	Member

Explanation of Responses:

1. On October 29, 2013, M Capital Group Investors II, LLC ("M Capital II") entered into a Master Terms and Conditions for Prepaid Variable Share Forward Transactions (the "Forward Agreement") with Citibank, N.A. ("Citibank"). Under the Forward Agreement, M Capital II is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Swift Transportation Company ("Class A Common Stock"), or an equivalent amount of cash, upon certain dates specified in the Forward Agreement. The number of shares deliverable under the Forward Agreement depends on the "Initial Reference Price," "Forward Floor Price," "Forward Cap Price," "Cap Ratio," "Number of Shares," and "Settlement Price," each as defined in the Forward Agreement. The Forward Agreement involves two tranches, each of which has its own economic terms. Each tranche has twenty components, and each component has its own "Valuation Date" and "Number of Shares."

2. Under the first tranche, the Initial Reference Price is defined as $22.54, the Forward Floor Price is defined as $22.54, the Forward Cap Price is defined as $28.175, the Cap Ratio is defined as 1.3, and the Number of Shares for each component is 685,000. Under the second tranche, the Initial Reference Price is defined as $22.54, the Forward Floor Price is defined as $20.286, the Forward Cap Price is defined as $36.064, the Cap Ratio is defined as 1.3, and the Number of Shares for each component is 614,700, with the exception of one component for which the Number of Shares is 614,716.

3. The Settlement Price under both tranches is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The first tranche has twenty specified Valuation Dates ranging from January 4, 2016 through February 1, 2016. The second tranche has twenty specified Valuation Dates ranging from July 5, 2016 through August 1, 2016. The shares or cash deliverable by M Capital II must be delivered on the date that is one Settlement Cycle (as defined in the Forward Agreement) following the relevant Valuation Date.

4. The maximum number of shares to be delivered under both tranches is 25,994,016 shares of Class A Common Stock, but the actual number of shares required to be delivered under each component depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares.

5. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the sum of (1) the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares; and (2) (a) the excess of the Settlement Price over the Forward Cap Price, divided by the Settlement Price, multiplied by (b) the Number of Shares divided by the Cap Ratio.

6. In connection with the Forward Agreement, M Capital II committed 2,147,652 shares of Class B Common Stock, par value $0.01 per share, of Swift Transportation Company ("Class B Common Stock"). M Capital II also received, under the Forward Agreement, an aggregate of 19,465,787 shares of Class A Common Stock, which were also committed to the Forward Agreement (the "Class A Committed Stock"). Prior to December 20, 2013, M Capital II is required to exchange the Class A Committed Stock for an equal amount of Class B Common Stock. On and after December 31, 2013, M Capital II is required to commit an additional 4,380,577 shares of Class B Common Stock to the Forward Agreement.

7. Under the Forward Agreement M Capital II was required to make a cash payment to Citibank in an amount equal to the Initial Reference Price multiplied by the 19,465,787 shares of Class A Common Stock delivered to M Capital II, and Citibank was required to make a corresponding cash payment in an identical amount to M Capital II.

8. Shares held by M Capital II, of which the Michael J. Moyes Trust, the Lyndee Moyes Nester Trust, the Todd Moyes Trust, the Marti Lyn Moyes Trust, the Chris Moyes Trust, and the Hollie Moyes Trust (collectively, the "Trusts") are certain of the members. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose.

9. Shares held by the Todd Moyes Trust, over which the reporting person is the trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose.

10. Shares held by the Hollie Moyes Trust, over which the reporting person is the trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose.

11. Shares held by the Chris Moyes Trust, over which the reporting person is the trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary itnerest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial wonership of these shares for Section 16 or for any other purpose.

12. Shares held by the Lyndee Moyes Nester Trust, over which the reporting person is the trustee. The reporting person disclaims beneficial ownership of these sercurities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose.

13. Shares held by the Marti Lyn Moyes Trust, over which the reporting person is the trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose.

14. Shares held by the Michael J. Moyes Trust, of which the reporting person is the beneficiary.

15. Shares held by M Capital Group Investors, LLC, of which the Trusts are certain of the members. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose.

Remarks:

	/s/ Michael Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed	10/31/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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