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)
C/O SWIFT AVIATION GROUP, INC.
2710 E. OLD TOWER ROAD

(Street)
PHOENIX AZ 85034

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Knight-Swift Transportation Holdings Inc. [ KNX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% group
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2018
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
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
Right to Purchase (1) 12/21/2018 J(1) 1 05/21/2018 02/15/2019 Class A Common Stock 1,537,205 $37,612,793(1) 0 I(2) Manager and Member
Right to Purchase (1) 05/21/2018 02/15/2019 Class A Common Stock 3,331,003 1 I(2) Manager and Member
1. Name and Address of Reporting Person*
MOYES JERRY

(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) X Other (specify below)
Member of 10% group
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)
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)
Explanation of Responses:
1. The reported transaction involves a partial termination of an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus Holding Company II, LLC ("Cactus II"). Under the Repurchase Agreement, Cactus II had the right to repurchase 4,868,208 shares of the issuer's common stock at any time prior to the expiration date and a fully recourse obligation to repurchase such shares on the expiration date. As previously reported, Cactus II initially received an aggregate of $84,483,693 and the maximum amount available for advance was subsequently increased to $125,000,000. The repurchase price is equal to the outstanding balance of the amount advanced plus accrued interest. In the reported transaction, the number of shares underlying the Repurchase Agreement was reduced by 1,537,205 and the repurchase price was reduced by $37,612,793. 3,331,003 shares remain subject to the Repurchase Agreement.
2. Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC, of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust is the sole manager of Cactus II.
/s/ Jerry Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 12/27/2018
/s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 12/27/2018
/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 12/27/2018
/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 12/27/2018
** 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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