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 AZ 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)
05/04/2016
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)
Code V Amount (A) or (D) Price
Class B Common Stock 05/04/2016 J(1) 1,250,000 D $0 515,112(2) I(4) Manager and Member
Class A Common Stock 05/04/2016 J(1) 1,250,000 A $0 1,889,071(2) I(4) Manager and Member
Class B Common Stock 8,354,978(2) I(5) Manager and Member
Class A Common Stock 1,951,006(2) I(5) Manager and Member
Class A Common Stock 35,675 D
Class B Common Stock 12,658,799(3) I(6) Manager and Member
Class B Common Stock 26,213,049 I(7) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
MOYES JERRY

(Last) (First) (Middle)
SWIFT TRANSPORTATION COMPANY
2200 SOUTH 75TH AVENUE

(Street)
PHOENIX AZ 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 JERRY & VICKIE FAMILY TRUST

(Last) (First) (Middle)
C/O SWIFT AVIATION GROUP, INC.
2710 E. OLD TOWER ROAD

(Street)
PHOENIX AZ 85034

(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 VICKIE

(Last) (First) (Middle)
P.O. BOX 1397

(Street)
TOLLESON AZ 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 the conversion of 1,250,000 shares of Class B common stock held by Cactus Holding Company II, LLC ("Cactus II") into an equal number of shares of Class A common stock. Pursuant to the Issuer's charter, shares of Class B common stock are convertible, at the option of the holders thereof and under certain other circumstances, on a one-for-one basis into shares of Class A common stock. This transaction was previously reported by the reporting persons in an amendment to their Schedule 13D.
2. Amount reflects a distribution of 5,054,978 shares of Class B Common Stock and 1,951,006 shares of Class A Common Stock from Cactus II to Cactus Holding Company III, LLC ("Cactus III"), and the contribution of such shares by Cactus III to Cactus Holding Company, LLC ("Cactus I"). The reporting persons constitute all of the members of Cactus III, which is the sole member of Cactus II and Cactus I. Accordingly, these transactions represent a change in form of indirect beneficial ownership and did not affect the pecuniary interest of the reporting persons in these shares.
3. Amount reflects a distribution by M Capital Group Investors, LLC ("M Capital I") of an aggregate of 2,000,000 shares of Class B common stock to certain of its members who are not reporting persons. This distribution did not change the number of shares in which the reporting persons have a pecuniary interest.
4. Shares are held by Cactus II, an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") serves as the sole manager. Cactus II is wholly owned by Cactus III, of which the reporting persons are all of the members.
5. Shares are held by Cactus I, an entity for which the JVMF Trust serves as the sole manager. Cactus I is wholly owned by Cactus III, of which the reporting persons are all of the members.
6. Shares are held by M Capital I, an entity for which the JVMF Trust serves as the sole manager. Cactus I is one of the members of M Capital I. 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 Section 16 or for any other purpose.
7. Shares are held by M Capital Group Investors II, LLC ("M Capital II"), an entity for which the JVMF Trust serves as the sole manager. The reporting persons constitute 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 these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.
/s/ Jerry Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 06/08/2016
/s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 06/08/2016
/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 06/08/2016
/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 06/08/2016
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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