X0306 4 2013-10-29 0 0001492691 SWIFT TRANSPORTATION Co SWFT 0000901736 MOYES JERRY SWIFT TRANSPORTATION COMPANY 2200 SOUTH 75TH AVENUE PHOENIX AZ 85043 1 1 1 1 CEO Member of 10% group 0001272829 MOYES VICKIE P.O. BOX 1397 TOLLESON AZ 85353 0 0 1 0 0001092565 MOYES JERRY & VICKIE FAMILY TRUST C/O SWIFT AVIATION GROUP, INC. 2710 E. OLD TOWER ROAD PHOENIX AZ 85034 0 0 1 0 Class A Common Stock 2013-10-29 4 P 0 19465787 A 19465787 I Manager Class A Common Stock 100 D Class B Common Stock 72215 D Class B Common Stock 8519200 D Class B Common Stock 11113203 D Class B Common Stock 17958799 I Manager Class A Common Stock 3069599 I Member Class B Common Stock 8323388 I Member Class B Common Stock 2366685 I Manager and Member Forward Sale Contract (obligation to sell) 2013-10-29 4 J 0 1 A Class A Common Stock 25994016 0 I Manager and Member 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 (the "Forward Agreement") with Citibank, N.A. ("Citibank"). Under the 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 Forward Agreement. The number of shares deliverable under the Forward Agreement depends on the "Initial Reference Price," "Forward Floor Price," "Forward Cap Price," "Cap Ratio," "Number of Shares," and "Settlement Price," each as defined in the Forward Agreement. The Forward Agreement involves two tranches, each of which has its own economic terms. Each tranche has twenty components, and each component has its own "Valuation Date" and "Number of Shares." Under the first tranche, the Initial Reference Price is defined as $22.54, the Forward Floor Price is defined as $22.54, the Forward Cap Price is defined as $28.175, the Cap Ratio is defined as 1.3, and the Number of Shares for each component is 685,000. Under the second tranche, the Initial Reference Price is defined as $22.54, the Forward Floor Price is defined as $20.286, the Forward Cap Price is defined as $36.064, the Cap Ratio is defined as 1.3, and the Number of Shares for each component is 614,700, with the exception of one component for which the Number of Shares is 614,716. 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 first tranche has twenty specified Valuation Dates ranging from January 4, 2016 through February 1, 2016. The second tranche has twenty specified Valuation Dates ranging from July 5, 2016 through August 1, 2016. The shares or cash deliverable by M Capital II must be delivered on the date that is one Settlement Cycle (as defined in the Forward Agreement) following the relevant Valuation Date. The maximum number of shares to be delivered under both tranches is 25,994,016 shares of Class A Common Stock, but the actual number of shares required to be delivered under each component depends on the Settlement Price with respect to such component. 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 sum of (1) the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares; and (2) (a) the excess of the Settlement Price over the Forward Cap Price, divided by the Settlement Price, multiplied by (b) the Number of Shares divided by the Cap Ratio. In connection with the Forward Agreement, M Capital II committed 2,147,652 shares of Class B Common Stock, par value $0.01 per share, of Swift Transportation Company ("Class B Common Stock"). M Capital II also received, under the Forward Agreement, an aggregate of 19,465,787 shares of Class A Common Stock, which were also committed to the Forward Agreement (the "Class A Committed Stock"). Prior to December 20, 2013, M Capital II is required to exchange the Class A Committed Stock for an equal amount of Class B Common Stock. On and after December 31, 2013, M Capital II is required to commit an additional 4,380,577 shares of Class B Common Stock to the Forward Agreement. Under the Forward Agreement M Capital II was required to make a cash payment to Citibank in an amount equal to the Initial Reference Price multiplied by the 19,465,787 shares of Class A Common Stock delivered to M Capital II, and Citibank was required to make a corresponding cash payment in an identical amount to M Capital II. Shares are owned directly by M Capital II, and indirectly by the Jerry and Vickie Moyes Family Trust, as the sole manager of M Capital II. Jerry Moyes, Jerry and Vickie Moyes, jointly, and the Jerry and Vickie Moyes Family Trust are also 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 those shares in this report shall not be deemed an admission of benefical ownership of such shares for Section 16 or for any other purpose. Shares are owned by Jerry Moyes and Vickie Moyes, over which Mr. and Mrs. Moyes share voting and investment control. Shares are owned by the Jerry and Vickie Moyes Family Trust, of which Mr. and Mrs. Moyes serve as co-trustees. Shares are owned directly by M Capital Group Investors, LLC, and indirectly by the Jerry and Vickie Moyes Family Trust, as the sole manager of M Capital Group Investors, LLC. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of those shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 purposes. Shares are held by Cactus Holding Company II, LLC, an entity controlled by the Jerry and Vickie Moyes Family Trust, of which Mr. and Mrs. Moyes serve as co-trustees. /s/ Jerry Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2013-10-31 /s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2013-10-31 /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 2013-10-31 /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 2013-10-31