SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Stocking Richard

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
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)
Code V Amount (A) or (D) Price
Class A Common Stock, Restricted Stock Unit(1) 05/26/2017 A 46,955 A $23.81 93,902 D
Class A Common Stock 05/30/2017 M 80,000 A $11 173,902 D
Class A Common Stock 05/30/2017 S 80,000 D $24.25(2) 93,902 D
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
Employee Stock Option (Right-to-buy)(3) $11(4) 05/30/2017 M 80,000(4) (5) 10/16/2017 Class A Common Stock 80,000 $0 0 D
Explanation of Responses:
1. Represents an award of Restricted Stock Units ("RSUs") granted under the Issuer's 2014 Omnibus Incentive Plan and is a contingent right to receive one share of the Issuer's Class A common stock, subject to certain acceleration, forfeiture and termination provisions, vested in three equal installments over a three-year period beginning with the first anniversary from the grant date. Further, if a Grantee's employment is terminated in connection with the transaction contemplated by the Agreement and Plan of Merger by and Among the Company, Bishop Merger Sub., Inc. and Knight Transportation, Inc. dated as of April 9, 2017, then a portion of the shares of RSUs granted above to each will become vested as of the date of the Grantee's termination of employment, determined by multiplying the number of RSUs granted above by a fraction, the numerator of which is the number of completed days of service following the grant date prior to termination, and the denominator of which is 1,095.
2. The price of $24.25 reported in Column 4 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $24.11 to $24.38. The reporting person undertakes to provide Swift Transportation Company, any securities holders of Swift Transportation Company, or the staff of the Securities and Exchange Commission, upon request, all information regarding the number of shares sold at each separate price within this range.
3. Options were granted under the Issuer's 2007 Omnibus Incentive Plan. Upon exercise, the options convert to the Issuer's Class A common stock on a one-to-one basis.
4. In connection with the Issuer's initial public offering, a four-to-five reverse stock split was effected on November 29, 2010. Additionally, the exercise price of any options with exercise prices greater than $11.00 (the initial public offering price) were adjusted to $11.00 on December 15, 2010.
5. The options vested and became exercisable in three equal annual installments, beginning with the third anniversary from the October 16, 2010 grant date.
/s/ Richard Stocking 05/31/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.