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)
10/30/2015

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)

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⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾	10/30/2015		J⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾			1	⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾	⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾	Class A Common Stock	25,994,016	⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾	0	I⁽⁷⁾	Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾	10/30/2015		J⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾		1		⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾	⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾	Class A Common Stock	13,700,000	⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾	1	I⁽⁷⁾	Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾	10/30/2015		J⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾		1		⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾	⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾	Class A Common Stock	12,294,016	⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽²⁾	1	I⁽⁷⁾	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 (together with the supplemental confirmations thereto, the "M Capital Forward Agreement") with Citibank, N.A. ("Citibank"). Under the M Capital Forward Agreement, M Capital II is obligated to deliver a variable amount of Class A Common Stock (as defined below), or an equivalent amount of cash, upon certain dates specified in the M Capital Forward Agreement. On February 18, 2015, M Capital II and Citibank amended the terms of the M Capital Forward Agreement by entering into amended and restated supplemental confirmations with respect thereto.

2. On October 30, 2015, M Capital II and Citibank entered into a Second Amended and Restated Transaction 1 Supplemental Confirmation (the "Amendment"), which amends the terms of the first tranche of the M Capital Forward Agreement. This Form 4 is being filed to report the Amendment. The terms of the second tranche of the M Capital Forward Agreement were not changed as part of the Amendment.

3. Under the M Capital 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 M Capital Forward Agreement. The number of shares deliverable under the Forward Agreement depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the M Capital Forward Agreement.

4. Under the Amendment, the first tranche of the M Capital Forward Agreement continues to have three components. Each component has its own "Valuation Date" and "Number of Shares." 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 shares or cash deliverable by M Capital II must be delivered on the date that is one Settlement Cycle (as defined in the M Capital Forward Agreement) following the relevant Valuation Date.

5. Under the M Capital Forward Agreement, 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. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. These formulas were not changed in connection with the Amendment.

6. The Amendment made the following changes, among other technical changes, to the existing tranche 1 of the M Capital Forward Agreement: (1) decreased the Forward Floor Price from $22.54 to $22.00; (2) decreased the Forward Cap Price from $34.00 to $26.40; and (3) extended the Valuation Dates from November 4 through November 6, 2015, to November 21 through November 23, 2016. The maximum number of shares to be delivered under tranche 1 of the M Capital Forward Agreement remained the same at 13,700,000. In connection with the Amendment, M Capital II made a cash payment to Citibank of $18,500,000. Tranche 2 of the M Capital Forward Agreement remains unchanged, with a Forward Floor Price of $23.30, a Forward Cap Price of $36.50, Valuation Dates ranging from July 5, 2016 through August 1, 2016, and the maximum number of shares to be delivered at 12,294,016.

7. 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 is the trustee of each of the Trusts, with the exception of the Michael J. Moyes Trust, of which the reporting person is the beneficiary. 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	11/03/2015
	** Signature of Reporting Person	Date
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