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*
Flanagan Cary M

(Last) (First) (Middle)
C/O 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Controller
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2017
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 05/26/2017 M 2,454 A $17.17 6,743 D
Class A Common Stock 05/26/2017 S 2,454 D $23.93 4,289 D
Class A Common Stock, Restricted Stock Unit(1) 05/26/2017 A 2,303 A $23.81 6,592 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) $17.17 05/26/2017 M 2,454 (2) 05/21/2023 Class A Common Stock 2,454 $0 0 D
Explanation of Responses:
1. Represents an award of Restricted Stock Units granted under the Issuer's 2014 Omnibus Incentive Plan (the "Plan"). Pursuant to the Restricted Stock Unit Notice (the "Agreement"), each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Class A common stock, subject to certain acceleration, forfeiture and termination provisions. The Restricted Stock Units vest in three equal installments over a three-year period beginning with the first anniversary from the grant date. Additionally, the accelerated vesting provisions included within the Agreement or the Plan do not apply to the consummation of 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 (the "Merger Agreement").
2. Represents a grant of 2,454 options on May 21, 2013, all of which were vested and exercisable on May 21,2016. Upon exercise, the options convert to the Issuer's Class A common stock on a one-to-one basis.
Remarks:
/s/ Cary M. Flanagan 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).
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