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)
05/30/2014

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	05/30/2014		J⁽¹⁾		4,831,878	A	⁽¹⁾	7,901,477	I⁽²⁾	Member
Class A Common Stock	05/30/2014		J⁽³⁾		5,311,400	D	⁽³⁾	2,590,077	I⁽²⁾	Member
Class B Common Stock	05/30/2014		J⁽³⁾⁽⁴⁾		1,450,000	D	⁽³⁾	6,820,090	I⁽²⁾	Member
Class A Common Stock								100	D
Class B Common Stock								17,958,799	I⁽⁵⁾	Manager
Class B Common Stock								26,213,049	I⁽⁶⁾	Manager

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)
Right to Purchase	⁽¹⁾	05/30/2014		J⁽¹⁾			1,000,000	11/26/2012	11/26/2016	Class A Common Stock	1,000,000	⁽¹⁾	0	I⁽²⁾	Member
Right to Purchase	⁽¹⁾	05/30/2014		J⁽¹⁾			1,000,000	12/03/2012	12/03/2016	Class A Common Stock	1,000,000	⁽¹⁾	0	I⁽²⁾	Member
Right to Purchase	⁽¹⁾	05/30/2014		J⁽¹⁾			1,000,000	12/10/2012	12/10/2016	Class A Common Stock	1,000,000	⁽¹⁾	0	I⁽²⁾	Member
Right to Purchase	⁽¹⁾	05/30/2014		J⁽¹⁾			1,000,000	12/17/2012	12/17/2016	Class A Common Stock	1,000,000	⁽¹⁾	0	I⁽²⁾	Member
Right to Purchase	⁽¹⁾	05/30/2014		J⁽¹⁾			831,878	12/26/2012	12/26/2016	Class A Common Stock	831,878	⁽¹⁾	0	I⁽²⁾	Member
Right to Purchase	⁽³⁾	05/30/2014		J⁽³⁾⁽⁴⁾		1		05/30/2014	05/30/2016	Class A Common Stock	6,761,400	⁽³⁾	1	I⁽²⁾	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)

Explanation of Responses:

1. Transaction represents Cactus Holding Company II, LLC's ("Cactus II") exercise of its rights to repurchase the securities from a counterparty ("First Counterparty"). Such rights were acquired in connection with Cactus II's sale of identical securities to First Counterparty in 2012. The aggregate repurchase price for all shares acquired pursuant to each right to repurchase was $34,076,274.63. The repurchase price was fixed upon the sale of the securities in 2012. Prior to the exercise of its repurchase right, Cactus II had the obligation to repurchase the shares on the fourth anniversary of their sale.

2. Shares are held directly by Cactus II, of which the Jerry and Vickie Moyes Family Trust ("JVMF Trust"), Jerry Moyes, and Vickie Moyes are all of the members. Mr. and Mrs. Moyes are co-trustees of the JVMF Trust.

3. Transaction represents the sale of 5,311,400 shares of Class A Common Stock (including 4,831,878 shares acquired in connection with the exercise of the purchase rights noted in footnote 1 above) and 1,450,000 shares of Class B Common Stock by Cactus II to a second counterparty ("Second Counterparty") pursuant to a Securities Sale and Repurchase Agreement (the "Agreement") with a full recourse obligation to repurchase the securities at the same price on the second anniversary of the sale. The aggregate purchase price to be paid by Second Counterparty to Cactus II is $84,483,693 (the "Purchase Price"). Cactus II may voluntarily repurchase the shares at any time prior to the second anniversary of the sale. During the term of the transaction, Cactus II will not have the right to vote or direct the disposition of the shares sold.

4. Pursuant to the Amended and Restated Certificate of Incorporation of Swift Transportation Company, upon the sale to Second Counterparty of the shares of Class B Common Stock, such shares convert on a one-for-one basis into shares of Class A Common Stock. Thus, Cactus II's right to repurchase such shares relates to Class A Common Stock.

5. Shares are held directly by M Capital Group Investors, LLC, of which the JVMF Trust is the sole manager. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16") or for any other purpose.

6. Shares are held directly by M Capital Group Investors II, LLC, of which the JVMF Trust is the sole manager. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Jerry Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed	06/03/2014
	/s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed	06/03/2014
	/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	06/03/2014
	/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	06/03/2014
	** Signature of Reporting Person	Date
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