X0306 4 2016-05-04 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 0001092565 MOYES JERRY & VICKIE FAMILY TRUST C/O SWIFT AVIATION GROUP, INC. 2710 E. OLD TOWER ROAD PHOENIX AZ 85034 0 0 1 0 0001272829 MOYES VICKIE P.O. BOX 1397 TOLLESON AZ 85353 0 0 1 0 Class B Common Stock 2016-05-04 4 J 0 1250000 0 D 515112 I Manager and Member Class A Common Stock 2016-05-04 4 J 0 1250000 0 A 1889071 I Manager and Member Class B Common Stock 8354978 I Manager and Member Class A Common Stock 1951006 I Manager and Member Class A Common Stock 35675 D Class B Common Stock 12658799 I Manager and Member Class B Common Stock 26213049 I Manager and Member Transaction represents the conversion of 1,250,000 shares of Class B common stock held by Cactus Holding Company II, LLC ("Cactus II") into an equal number of shares of Class A common stock. Pursuant to the Issuer's charter, shares of Class B common stock are convertible, at the option of the holders thereof and under certain other circumstances, on a one-for-one basis into shares of Class A common stock. This transaction was previously reported by the reporting persons in an amendment to their Schedule 13D. Amount reflects a distribution of 5,054,978 shares of Class B Common Stock and 1,951,006 shares of Class A Common Stock from Cactus II to Cactus Holding Company III, LLC ("Cactus III"), and the contribution of such shares by Cactus III to Cactus Holding Company, LLC ("Cactus I"). The reporting persons constitute all of the members of Cactus III, which is the sole member of Cactus II and Cactus I. Accordingly, these transactions represent a change in form of indirect beneficial ownership and did not affect the pecuniary interest of the reporting persons in these shares. Amount reflects a distribution by M Capital Group Investors, LLC ("M Capital I") of an aggregate of 2,000,000 shares of Class B common stock to certain of its members who are not reporting persons. This distribution did not change the number of shares in which the reporting persons have a pecuniary interest. Shares are held by Cactus II, an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") serves as the sole manager. Cactus II is wholly owned by Cactus III, of which the reporting persons are all of the members. Shares are held by Cactus I, an entity for which the JVMF Trust serves as the sole manager. Cactus I is wholly owned by Cactus III, of which the reporting persons are all of the members. Shares are held by M Capital I, an entity for which the JVMF Trust serves as the sole manager. Cactus I is one of the members of M Capital I. 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. Shares are held by M Capital Group Investors II, LLC ("M Capital II"), an entity for which the JVMF Trust serves as the sole manager. The reporting persons constitute 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 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 2016-06-08 /s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2016-06-08 /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 2016-06-08 /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 2016-06-08