X0306 4 2013-12-31 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 Class B Common Stock 2013-12-27 5 G 0 58949 0 D 13266 D Class B Common Stock 2013-12-27 5 G 0 6954224 0 D 1564976 D Class B Common Stock 2013-12-27 5 G 0 9071710 0 D 2041493 D Class B Common Stock 2013-12-27 5 G 0 19465787 0 A 21832472 I Manager Class A Common Stock 2013-12-31 4 J 0 19465787 0 D 0 I Manager Class B Common Stock 2013-12-31 5 G 0 13266 0 D 0 D Class B Common Stock 2013-12-31 5 G 0 1564976 0 D 0 D Class B Common Stock 2013-12-31 5 G 0 2041493 0 D 0 D Class B Common Stock 2013-12-31 5 G 0 4380577 0 A 26213049 I Manager Class B Common Stock 2013-12-31 5 G 0 53298 0 D 8270090 I Member Class A Common Stock 100 D Class B Common Stock 17958799 I Manager Class A Common Stock 3069599 I Member Forward Sale Contract (obligation to sell) 2013-12-31 4 J 0 1 D 2013-12-31 2013-12-31 Class A Common Stock 72215 0 D Forward Sale Contract (obligation to sell) 2013-12-31 4 J 0 1 D 2013-12-31 2013-12-31 Class A Common Stock 8519200 0 D Forward Sale Contract (obligation to sell) 2013-12-31 4 J 0 1 D 2013-12-31 2013-12-31 Class A Common Stock 11113203 0 D The reported securities were transferred from Jerry Moyes to M Capital Group Investors II, LLC ("M Capital II"). The reported securities were transferred from Jerry and Vickie Moyes to M Capital II. Shares are owned by Jerry Moyes and Vickie Moyes, and Mr. and Mrs. Moyes share voting and investment control over such shares. The reported securities were transferred from the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") to M Capital II. Shares are owned by the JVMF Trust, of which Mr. and Mrs. Moyes share voting and investment control. The reported securities were transferred by the Michael J. Moyes Trust, the Todd Moyes Trust, the Hollie Moyes Trust, the Chris Moyes Trust, the Lyndee Moyes Nester Trust, the Marti Lyn Moyes Trust (collectively, the "Children's Trusts"), Jerry Moyes, Jerry and Vickie Moyes, and the JVMF Trust to M Capital II. The disposition of the reported securities by the Children's Trusts is reported on Form 4s filed by the Children's Trusts' respective trustees. Shares are owned by M Capital II, and indirectly by the JVMF Trust, as the sole manager 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. On December 21, 2010, in connection with an offering of $0.66 Trust Issued Mandatory Common Exchange Securities (the "Securities") issued by the 2010 Swift Mandatory Common Exchange Security Trust (the "Trust") to qualified institutional investors, Jerry Moyes, in his individual capacity, Jerry and Vickie Moyes jointly, and the JVMF Trust (collectively with Jerry Moyes and Jerry and Vickie Moyes jointly, "Sellers") entered into forward purchase contracts (each a "Contract" and collectively, the "Contracts") with the Trust, which together with the trustees thereof acting in their capacity as such, are referred to herein as "Purchaser." Purchaser is unrelated to Sellers. Mr. Moyes, Mr. and Mrs. Moyes jointly, and the JVMF Trust were obligated under the Contracts to deliver to Purchaser for the holders of the Securities on December 31, 2013 (the "Exchange Date") up to 72,215, 8,519,200, and 11,113,203 (including 1,119,091 shares pursuant to the exercise of the Option described in footnotes 16 and 17) shares, respectively, of Class A Common Stock, par value $0.01 per share, of Swift Transportation Company ("Common Stock"), with the exact number of shares to be delivered determined in accordance with the "Exchange Rate" set forth in the Contracts. To secure their obligations under the Contracts, Mr. Moyes, Mr. and Mrs. Moyes jointly, and the JVMF Trust committed 72,215, 8,519,200, and 11,113,203 (including 1,119,091 shares pursuant to the exercise of the Option described in footnotes 16 and 17) shares respectively, of Class B Common Stock, par value $0.01 per share, of Swift Transportation Company ("Contract Stock"). On December 27, 2013, the Sellers caused M Capital II to commit 19,465,787 shares of Common Stock in substitution for an equivalent number of shares of Contract Stock committed by the Sellers under the Contracts and by the Children's Trusts under similar contracts entered into by the Children's Trusts. The number of shares of Common Stock that must be delivered on the Exchange Date is determined in accordance with the "Exchange Rate" set forth in the Contracts. The Exchange Rate is determined based on the "Average Market Price". The "Average Market Price" is the average "Closing Price" (as defined in the Contracts) per share of Common Stock for the 20 "Trading Days" (as defined in the Contracts) immediately prior to but not including the third Trading Day prior to the Exchange Date. The Sellers were entitled to, but did not, elect to settle the Contracts in cash. Under the Contracts, if the Average Market Price was less than $11.00, the Sellers were obligated to deliver to the Trust all 19,704,618 shares of Common Stock underlying the Contracts. If the Average Market Price was less than $13.48 but equal to or greater than $11.00, Sellers were obligated to deliver to the Trust a number of shares of Common Stock having a value (as determined at the Average Market Price) equal to $216,750,798. If the Average Market Price was equal to or greater than $13.48, Sellers were obligated to deliver to the Trust 16,084,879 shares of Common Stock. As consideration for entering into the Contracts, the Sellers received an aggregate amount of $170,548,699.29(including $9,723,955.21 received by the JVMF Trust pursuant to the exercise of the Option described in footnotes 16 and 17). Because the Average Market Price was greater than $13.48, the Sellers were obligated to deliver 16,084,879 shares of Common Stock in settlement of the Contracts on December 31, 2013. This transaction represents the settlement of the Contract entered into by Jerry Moyes in his individual capacity. This transaction represents the settlement of the Contract entered into by Jerry Moyes and Vickie Moyes, jointly. This transaction represents the settlement of the Contract entered into by the JVMF Trust. Under the JVMF Trust's Contract, the JVMF Trust was obligated to sell, and the Trust was obligated to buy, up to an additional 3,409,091 shares of Common Stock if and to the extent that the initial purchasers of the Securities exercised an overallotment option (the "Option") to purchase additional Securities from the Trust. On January 14, 2011, the initial purchasers of the Securities exercised the Option with respect to 1,119,091 additional Securities. Pursuant to this exercise, the JVMF Trust became irrevocably obligated to commit, and did commit, 1,119,091 shares of Contract Stock under its Contract on January 20, 2011, for which the JVMF Trust received $9,723,955.21. 19,465,787 shares of Common Stock were delivered in settlement of the Contracts and similar Contracts entered into by the Children's Trusts. The delivery of Common Stock in settlement of the Contracts is reported as a disposition in Table 1 of this Form 4 on the Exchange Date pursuant to applicable SEC reporting guidance. For purposes of Section 16(b) of the Securities Exchange Act of 1934, however, the sale of such Common Stock is deemed to have occurred upon entry into the Contracts in December 2010. The reported securities were donated by Cactus Holding Company II, LLC ("CHC II"), to an unaffiliated third party. Shares are held by CHC II, an entity controlled by the JVMF Trust, for which Mr. and Mrs. Moyes serve as co-trustees. Shares are owned by M Capital Group Investors, LLC, and indirectly by the JVMF 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 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 2014-01-03 /s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2014-01-03 /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 2014-01-03 /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 2014-01-03