Knight-Swift Transportation Form 4 SWIFT TRANSPORTATION / Lyndee Moyes Nester 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^*

Nester Lyndee Moyes

(Last)

(First)

(Middle)

SWIFT TRANSPORTATION COMPANY

PO BOX 1397

(Street)

TOLLESON

85353

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2016

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

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

X	Form filed by One Reporting Person
	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⁾	11/18/2016		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⁽⁷⁾	Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	11/18/2016		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⁾	1	I⁽⁷⁾	Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	11/18/2016		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾			1	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	Class A Common Stock	13,700,000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	0	I⁽⁷⁾	Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	11/18/2016		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾		1		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	Class A Common Stock	13,700,000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾	1	I⁽⁷⁾	Member

Explanation of Responses:

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

2. Under the VPFs, M Capital II 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 transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment increased the number of components from three to twenty and amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 4,098,005, 4,098,005, and 4,098,006 shares underlying the previous three components, respectively, to 614,701 shares underlying nineteen of the new components and 614,697 shares underlying the twentieth component. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $14.7265 and $17.6718, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 12,294,016.

6. The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment increased the number of components from one to twenty and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 13,700,000 shares underlying the previous single component to 685,000 shares underlying each of the twenty new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 13,700,000. M Capital II paid an amount equal to $21,750,000 in connection with this amendment.

7. Securities are held directly by M Capital II. The reporting person is the trustee of a trust that is a member of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these securities except to the extent of her 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/ Lyndee Moyes Nester, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed	11/22/2016
	** Signature of Reporting Person	Date
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Knight-Swift Transportation (KNX) Form 4SWIFT TRANSPORTATION / Lyndee Moyes Nester ownership change