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 JERRY

(Last)

(First)

(Middle)

SWIFT TRANSPORTATION COMPANY

2200 SOUTH 75TH AVENUE

(Street)

PHOENIX

85043

(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)

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

	Form filed by One Reporting Person
X	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⁾	Manager
Class A Common Stock								100	D
Class B Common Stock								72,215	D
Class B Common Stock								8,519,200	D⁽⁹⁾
Class B Common Stock								11,113,203	D⁽¹⁰⁾
Class B Common Stock								17,958,799	I⁽¹¹⁾	Manager
Class A Common Stock								3,069,599	I⁽¹²⁾	Member
Class B Common Stock								8,323,388	I⁽¹²⁾	Member
Class B Common Stock								2,366,685	I⁽⁸⁾	Manager and 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⁾	Manager and Member

1. Name and Address of Reporting Person^*

MOYES JERRY

(Last)

(First)

(Middle)

SWIFT TRANSPORTATION COMPANY

2200 SOUTH 75TH AVENUE

(Street)

PHOENIX

85043

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MOYES VICKIE

(Last)

(First)

(Middle)

P.O. BOX 1397

(Street)

TOLLESON

85353

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MOYES JERRY & VICKIE FAMILY TRUST

(Last)

(First)

(Middle)

C/O SWIFT AVIATION GROUP, INC.

2710 E. OLD TOWER ROAD

(Street)

PHOENIX

85034

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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 are owned directly by M Capital II, and indirectly by the Jerry and Vickie Moyes Family Trust, as the sole manager of M Capital II. Jerry Moyes, Jerry and Vickie Moyes, jointly, and the Jerry and Vickie Moyes Family Trust are also certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of those shares in this report shall not be deemed an admission of benefical ownership of such shares for Section 16 or for any other purpose.

9. Shares are owned by Jerry Moyes and Vickie Moyes, over which Mr. and Mrs. Moyes share voting and investment control.

10. Shares are owned by the Jerry and Vickie Moyes Family Trust, of which Mr. and Mrs. Moyes serve as co-trustees.

11. Shares are owned directly by M Capital Group Investors, LLC, and indirectly by the Jerry and Vickie Moyes Family Trust, as the sole manager of M Capital Group Investors, LLC. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of those shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 purposes.

12. Shares are held by Cactus Holding Company II, LLC, an entity controlled by the Jerry and Vickie Moyes Family Trust, of which Mr. and Mrs. Moyes serve as co-trustees.

Remarks:

	/s/ Jerry Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed	10/31/2013
	/s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed	10/31/2013
	/s/ Vickie Moyes, Co-Trustee of the Jerry and Vickie Moyes Family Trust, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed	10/31/2013
	/s/ Jerry Moyes, Co-Trustee of the Jerry and Vickie Moyes Family Trust, 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.
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