Knight-Swift Transportation Form 4 SWIFT TRANSPORTATION / VICKIE MOYES ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOYES JERRY

(Last)

(First)

(Middle)

SWIFT TRANSPORTATION COMPANY

2200 SOUTH 75TH AVENUE

(Street)

PHOENIX

85043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SWIFT TRANSPORTATION Co [ SWFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
CEO / Member of 10% group

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	05/18/2016		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾			1	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	Class A Common Stock	12,294,016	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	0	I⁽¹¹⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	05/18/2016		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾		1		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	Class A Common Stock	12,294,016	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	1	I⁽¹¹⁾	Manager and Member⁽¹¹⁾
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	05/18/2016		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾		1		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	Class A Common Stock	7,005,984	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	1	I⁽¹²⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾	05/18/2016		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾			1	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾	Class A Common Stock	13,700,000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾	0	I⁽¹¹⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾	05/18/2016		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾		1		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾	Class A Common Stock	13,700,000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾	1	I⁽¹¹⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾	05/18/2016		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾			1	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾	Class A Common Stock	3,300,000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾	0	I⁽¹²⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾	05/18/2016		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾		1		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾	Class A Common Stock	3,300,000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾	1	I⁽¹²⁾	Manager and Member
Right to Purchase	⁽¹⁰⁾	05/18/2016		J⁽¹⁰⁾			1	05/30/2014	05/30/2016	Class A Common Stock	6,761,400	⁽¹⁰⁾	0	I⁽¹³⁾	Manager and Member
Right to Purchase	⁽¹⁰⁾	05/18/2016		J⁽¹⁰⁾		1		05/18/2016	05/30/2017	Class A Common Stock	6,761,400	⁽¹⁰⁾	1	I⁽¹³⁾	Manager and Member

1. Name and Address of Reporting Person^*

MOYES JERRY

(Last)

(First)

(Middle)

SWIFT TRANSPORTATION COMPANY

2200 SOUTH 75TH AVENUE

(Street)

PHOENIX

85043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MOYES JERRY & VICKIE FAMILY TRUST

(Last)

(First)

(Middle)

C/O SWIFT AVIATION GROUP, INC.

2710 E. OLD TOWER ROAD

(Street)

PHOENIX

85034

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MOYES VICKIE

(Last)

(First)

(Middle)

P.O. BOX 1397

(Street)

TOLLESON

85353

(City)

(State)

(Zip)

Explanation of Responses:

1. Effective as of May 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

2. 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 Swift Transportation Company ("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."

3. 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 the 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.

4. 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.

5. The reported transaction is the termination of a VPF by M Capital II, under which the Forward Floor Price was $23.30, the Forward Cap Price was $36.50, the number of components was 20, and the Number of Shares underlying nineteen of the components was 614,700 each, with 614,716 shares underlying the twentieth component. The Valuation Dates ranged from July 5, 2016 to August 1, 2016. The maximum number of shares to be delivered under this VPF was 12,294,016. This VPF was terminated in exchange for a payment of $181,412,000 (the "M Capital Termination Payment").

6. The reported transaction is the entry into a new VPF by M Capital II, under which the Forward Floor Price is $14.7265, the Forward Cap Price is $17.6718, the number of components is three, and the Number of Shares underlying each component is 4,098,005, 4,098,005, and 4,098,006, respectively. The Valuation Dates range from May 26, 2017 to May 31, 2017. The maximum number of shares to be delivered under this VPF is 12,294,016. M Capital II was entitled to receive a payment of $161,313,613.52 under this VPF, which was paid in partial satisfaction of the M Capital Termination Payment.

7. The reported transaction is the entry into a new VPF by Cactus I, under which the Forward Floor Price is $14.7265, the Forward Cap Price is $17.6718, the number of components is three, and the Number of Shares underlying each component is 2,335,328. The Valuation Dates range from May 26, 2017 to May 31, 2017. The maximum number of shares to be delivered under this VPF is 7,005,984. Cactus I is entitled to receive an aggregate payment of $91,927,698 under this VPF.

8. The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment reduced the number of components from three to one and amended the Valuation Dates from November 21 through 23, 2016, to a single Valuation Date of November 25, 2016. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively.

9. The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The amendment reduced the number of components from three to one and amended the Valuation Dates from November 21 through 23, 2016, to a single Valuation Date of November 25, 2016. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively.

10. The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus Holding Company II, LLC ("Cactus II"), which amended the expiration date from May 30, 2016 to May 30, 2017. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693, with a fully recourse obligation to repurchase the underlying securities for the same price on the expiration date and the right to repurchase the underlying securities for the same price at any time prior to the expiration date.

11. 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 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.

12. 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 Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the manager of Cactus I and Cactus III.

13. Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the manager of Cactus II.

	/s/ Jerry Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed	05/20/2016
	/s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed	05/20/2016
	/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	05/20/2016
	/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	05/20/2016
	** Signature of Reporting Person	Date
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Knight-Swift Transportation (KNX) Form 4SWIFT TRANSPORTATION / VICKIE MOYES ownership change