0001567619-19-018208.txt : 20190912 0001567619-19-018208.hdr.sgml : 20190912 20190912174759 ACCESSION NUMBER: 0001567619-19-018208 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190910 FILED AS OF DATE: 20190912 DATE AS OF CHANGE: 20190912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOYES JERRY & VICKIE FAMILY TRUST CENTRAL INDEX KEY: 0001092565 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35007 FILM NUMBER: 191091145 BUSINESS ADDRESS: STREET 1: SWIFT TRANSPORTATION COMPANY STREET 2: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 6022699700 MAIL ADDRESS: STREET 1: SWIFT TRANSPORTATION COMPANY STREET 2: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOYES VICKIE CENTRAL INDEX KEY: 0001272829 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35007 FILM NUMBER: 191091146 MAIL ADDRESS: STREET 1: SWIFT TRANSPORTATION COMPANY STREET 2: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOYES JERRY CENTRAL INDEX KEY: 0000901736 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35007 FILM NUMBER: 191091147 MAIL ADDRESS: STREET 1: SWIFT TRANSPORTATION COMPANY STREET 2: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Knight-Swift Transportation Holdings Inc. CENTRAL INDEX KEY: 0001492691 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 205589597 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 602-269-9700 MAIL ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT TRANSPORTATION Co DATE OF NAME CHANGE: 20110512 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT TRANSPORTATION CO DATE OF NAME CHANGE: 20101209 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT TRANSPORTATION Co DATE OF NAME CHANGE: 20101129 4 1 doc1.xml FORM 4 X0306 4 2019-09-10 0 0001492691 Knight-Swift Transportation Holdings Inc. KNX 0000901736 MOYES JERRY 2200 S. 75TH AVENUE PHOENIX AZ 85043 0 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 2200 S. 75TH AVENUE PHOENIX AZ 85043 0 0 1 0 Forward Sale Contract (obligation to sell) 2019-09-10 4 J 0 1 D Class A Common Stock 8851692 0 I Manager and Member Forward Sale Contract (obligation to sell) 2019-09-10 4 J 0 1 A Class A Common Stock 8851692 1 I Manager and Member Forward Sale Contract (obligation to sell) 2019-09-10 4 J 0 1 D Class A Common Stock 9864000 0 I Manager and Member Forward Sale Contract (obligation to sell) 2019-09-10 4 J 0 1 A Class A Common Stock 9864000 1 I Manager and Member Forward Sale Contract (obligation to sell) 2019-09-10 4 J 0 1 D Class A Common Stock 5044308 0 I Manager and Member Forward Sale Contract (obligation to sell) 2019-09-10 4 J 0 1 A Class A Common Stock 5044308 1 I Manager and Member Forward Sale Contract (obligation to sell) 2019-09-10 4 J 0 1 D Class A Common Stock 2376000 0 I Manager and Member Forward Sale Contract (obligation to sell) 2019-09-10 4 J 0 1 A Class A Common Stock 2376000 1 I Manager and Member Forward Sale Contract (obligation to sell) 2019-09-10 4 J 0 1 D Class A Common Stock 3331003 0 I Manager and Member Forward Sale Contract (obligation to sell) 2019-09-10 4 J 0 1 A Class A Common Stock 3331003 1 I Manager and Member On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." The actual number of shares required to be delivered under each component of the VPFs 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 equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. The Settlement Price under the VPFs 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 shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. Shares are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II. The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively. /s/ Jerry Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2019-09-12 /s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2019-09-12 /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 2019-09-12 /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 2019-09-12