Knight-Swift Transportation Form 4 / JERRY 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)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2020

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)
Common Stock	09/21/2020		S		1,059,585	D	$40.9274⁽¹⁾	3,300⁽²⁾	I⁽³⁾	Manager and Member
Common Stock	09/21/2020		S		3,300	D	$41.57	0	I⁽³⁾	Manager and Member
Common Stock	09/21/2020		J⁽⁴⁾		18,715,692	D	⁽⁴⁾⁽¹⁰⁾	0⁽²⁾	I⁽⁵⁾	Manager and Member
Common Stock	09/21/2020		J⁽⁴⁾		10,751,311	D	⁽⁴⁾⁽¹⁰⁾	0	I⁽⁶⁾	Manager and Member

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)	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	09/21/2020		J⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾			1	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	Common Stock	8,851,692	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	0	I⁽⁵⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	09/21/2020		J⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾			1	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	Common Stock	9,864,000	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	0	I⁽⁵⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	09/21/2020		J⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾			1	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	Common Stock	5,044,308	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	0	I⁽⁶⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	09/21/2020		J⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾			1	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	Common Stock	2,376,000	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	0	I⁽⁶⁾	Manager and Member
Forward Sale Contract (obligation to sell)	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	09/21/2020		J⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾			1	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	Common Stock	3,331,003	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	0	I⁽⁶⁾	Manager and Member

1. Name and Address of Reporting Person^*

MOYES JERRY

(Last)

(First)

(Middle)

2710 E OLD TOWER ROAD

(Street)

PHOENIX

85034

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MOYES VICKIE

(Last)

(First)

(Middle)

2710 E OLD TOWER ROAD

(Street)

PHOENIX

85034

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MOYES JERRY & VICKIE FAMILY TRUST

(Last)

(First)

(Middle)

2710 E OLD TOWER ROAD

(Street)

PHOENIX

85034

(City)

(State)

(Zip)

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually ranged from $40.55 to $41.54, inclusive. The reporting persons will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

2. Amount reflects the distribution of 123,736 shares previously held by M Capital Group Investors, LLC, the distribution of 157,704 shares previously held by M Capital Group Investors II, LLC ("M Capital II"), and the contribution of such shares and an additional 22,654 shares previously held directly by Jerry Moyes to Cactus Holding Company II, LLC ("Cactus II"). These transactions represent a change in the reporting persons' form of direct and indirect beneficial ownership and did not change the number of shares in which the reporting persons had a pecuniary interest.

3. Shares are held directly by Cactus II. Cactus II 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 sole manager of Cactus II.

4. On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs.

5. Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The JVMF Trust is the sole manager of M Capital II.

6. Shares are held directly by Cactus I. Cactus I 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 I.

7. Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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."

8. The actual number of shares required to be delivered under each component of the VPFs depended 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.

9. The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component).

10. On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs.

	/s/ Jerry Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed	09/23/2020
	/s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed	09/23/2020
	/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	09/23/2020
	/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	09/23/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Knight-Swift Transportation (KNX) Form 4Knight-Swift Transportation / JERRY MOYES ownership change