Knight-Swift Transportation Form 4 / 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)

C/O SWIFT AVIATION GROUP, INC.

2710 E. OLD TOWER ROAD

(Street)

PHOENIX

85034

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Knight-Swift Transportation Holdings Inc. [ KNX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2018

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⁾⁽⁶⁾	05/21/2018		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾			1	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	Class A Common Stock	8,851,692	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	0	I⁽¹²⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	05/21/2018		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾		1		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	Class A Common Stock	8,851,692	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	1	I⁽¹²⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾	05/21/2018		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾			1	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾	Class A Common Stock	5,044,308	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾	0	I⁽¹³⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾	05/21/2018		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾		1		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾	Class A Common Stock	5,044,308	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾	1	I⁽¹³⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾	05/21/2018		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾			1	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾	Class A Common Stock	9,864,000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾	0	I⁽¹²⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾	05/21/2018		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾		1		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾	Class A Common Stock	9,864,000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾	1	I⁽¹²⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	05/21/2018		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾⁽¹⁰⁾			1	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	Class A Common Stock	2,376,000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	0	I⁽¹³⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	05/21/2018		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾⁽¹⁰⁾		1		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	Class A Common Stock	2,376,000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	1	I⁽¹³⁾	Manager and Member
Right to Purchase	⁽¹¹⁾	05/21/2018		J⁽¹¹⁾			1	11/16/2017	08/14/2018	Class A Common Stock	4,868,208	⁽¹¹⁾	0	I⁽¹⁴⁾	Manager and Member
Right to Purchase	⁽¹¹⁾	05/21/2018		J⁽¹¹⁾		1		05/21/2018	02/15/2019	Class A Common Stock	4,868,208	⁽¹¹⁾	1	I⁽¹⁴⁾	Manager and Member

1. Name and Address of Reporting Person^*

MOYES JERRY

(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)

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)

Explanation of Responses:

1. Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and 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, 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."

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 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 number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component. The amendment amended the Valuation Dates from August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

6. The Forward Floor Price and Forward Cap Price under this VPF changed from $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

7. The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from August 14, 2018 through August 16, 2018, to February 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

8. The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

9. The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

10. The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from August 14, 2018 through August 16, 2018, to Febraury 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

11. The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from August 14, 2018 to February 15, 2019. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price is $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

12. 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.

13. 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.

14. 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 sole manager of Cactus II.

	/s/ Jerry Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed	05/23/2018
	/s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed	05/23/2018
	/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	05/23/2018
	/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	05/23/2018
	** Signature of Reporting Person	Date
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Knight-Swift Transportation (KNX) Form 4Knight-Swift Transportation / VICKIE MOYES ownership change