X0306 4 2017-02-28 0 0001492691 SWIFT TRANSPORTATION Co SWFT 0000901736 MOYES JERRY C/O SWIFT AVIATION GROUP, INC. 2710 E. OLD TOWER ROAD PHOENIX AZ 85034 1 0 1 1 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 2017-02-28 4 M 0 132270 13.36 A 167945 D Class A Common Stock 2017-02-28 4 M 0 103306 15.51 A 271251 D Class A Common Stock 2017-02-28 4 F 0 155128 21.72 D 116123 D Class A Common Stock 2017-02-28 4 F 0 38102 21.72 D 78201 D Class A Common Stock 2017-02-28 4 A 0 13214 21.72 A 91235 D Class A Common Stock 2017-02-28 4 F 0 6218 21.72 D 85017 D Class A Common Stock 1951006 I Manager and Member Class B Common Stock 8354978 I Manager and Member Class A Common Stock 1889071 I Manager and Member Class B Common Stock 2378252 I Manager and Member Class B Common Stock 10595659 I Manager and Member Class B Common Stock 26213049 I Manager and Member Employee Stock Option (Right-to-buy) 13.36 2017-02-28 4 M 0 132270 0 A 2017-03-31 Class A Common Stock 132270 0 D Employee Stock Option (Right-to-buy) 15.51 2017-02-28 4 M 0 103306 0 A 2017-03-31 Class A Common Stock 103306 0 D Represents the number of shares swapped to satisfy the payment of the exercise price upon the February 28, 2017 exercise of options. Represents the number of shares withheld to satisfy tax withholding obligations upon the February 28, 2017 exercise of options. Represents performance shares awarded, pursuant to the Issuer's 2007 Omnibus Incentive Plan (amended and restated as of December 15, 2010). The performance share awards were granted on May 6, 2014 and had a three-year performance period ending on December 31, 2016. The Issuer's Board of Directors approved the final vesting on February 28, 2017, based on the results of the performance period. Represents the number of shares withheld to satisfy tax obligations upon the February 28, 2017 final vesting of performance shares. Options were granted under the Issuer's 2007 Omnibus Incentive Plan (amended and restated as of December 15, 2010). Upon exercise, the options convert to the Issuer's Class A common stock on a one-to-one basis. The original grant of 132,270 options vested and became exercisable in three equal annual installments, beginning with the first anniversary from the grant date of February 22, 2013. Expiration dates were accelerated to March 31, 2017 due to the officer's separation of employment from the Issuer as of December 31, 2016. Options were granted under the Issuer's 2014 Omnibus Plan. Upon exercise, the options convert to the Issuer's Class A common stock on a one-to-one basis. The original grant of 103,306 options was scheduled to vest and become exercisable in three equal annual installments, beginning with the first anniversary from the grant date of May 24, 2016. However, upon entering into the Agreement dated September 8, 2016 between Mr. Moyes and the Issuer, announcing Mr. Moyes' planned retirement effective December 31, 2016, the options immediately vested in accordance with the terms of the Agreement between Mr. Moyes and the Issuer. Shares are held by Cactus Holding Company, LLC ("Cactus I"), an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager. Cactus I is wholly owned by Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons are all of the members. Shares are held by Cactus Holding Company II, LLC ("Cactus II"), an entity for which the JVMF Trust is the sole manager. Cactus II is wholly owned by Cactus III. Amount reflects the distribution of 1,863,140 shares from M Capital Group Investors, LLC ("M Capital I") to Cactus I, a distribution of such shares by Cactus I to Cactus III, and a contribution of such shares from Cactus III to Cactus II. Cactus I is a member of M Capital I, Cactus I and Cactus II are wholly owned by Cactus III, and the reporting persons constitute all of the members of Cactus III. 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 of 1,863,140 shares from M Capital I to Cactus I as noted in footnote 12. Amount also reflects a distribution by M Capital I of an aggregate of 200,000 shares to certain of its members who are not the reporting persons. This distribution did not change the number of shares in which the reporting persons have a pecuniary interest. 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/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2017-03-02 /s/ Jerry Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2017-03-02 /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 2017-03-02 /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 2017-03-02