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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SWIFT TRANSPORTATION Co [ SWFT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/26/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 05/26/2017 | M | 16,501 | A | $11 | 45,748 | D | |||
| Class A Common Stock | 05/26/2017 | S | 16,501 | D | $24.13(1) | 29,247 | D | |||
| Class A Common Stock, Restricted Stock Unit(2) | 05/26/2017 | A | 4,200 | A | $23.81 | 33,447 | D | |||
| Class A Common Stock | 05/30/2017 | M | 41,499 | A | $11 | 74,946 | D | |||
| Class A Common Stock | 05/30/2017 | S | 41,499 | D | $24.17(3) | 33,447 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right-to-buy)(4) | $11(5) | 05/26/2017 | M | 16,501(5) | (6) | 08/27/2018 | Class A Common Stock | 16,501 | $0 | 41,499 | D | ||||
| Employee Stock Option (Right-to-buy)(4) | $11(5) | 05/30/2017 | M | 41,499(5) | (6) | 08/27/2018 | Class A Common Stock | 41,499 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The price of $21.43 reported in Column 4 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $24.00 to $24.40. The reporting person undertakes to provide Swift Transportation Company, any securities holders of Swift Transportation Company, or the staff of the Securities and Exchange Commission, upon request, all information regarding the number of shares sold at each separate price within this range. |
| 2. Represents an award of Restricted Stock Units ("RSUs") granted under the Issuer's 2014 Omnibus Incentive Plan and is a contingent right to receive one share of the Issuer's Class A common stock, subject to certain acceleration, forfeiture and termination provisions, vested in three equal installments over a three-year period beginning with the first anniversary from the grant date. Further, if a Grantee's employment is terminated in connection with the transaction contemplated by the Agreement and Plan of Merger by and Among the Company, Bishop Merger Sub., Inc. and Knight Transportation, Inc. dated as of April 9, 2017, then a portion of the shares of RSUs granted above to each will become vested as of the date of the Grantee's termination of employment, determined by multiplying the number of RSUs granted above by a fraction, the numerator of which is the number of completed days of service following the grant date prior to termination, and the denominator of which is 1,095. |
| 3. The price of $24.17 reported in Column 4 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $24.00 to $24.27. The reporting person undertakes to provide Swift Transportation Company, any securities holders of Swift Transportation Company, or the staff of the Securities and Exchange Commission, upon request, all information regarding the number of shares sold at each separate price within this range. |
| 4. Options were granted under the Issuer's 2007 Omnibus Incentive Plan. Upon exercise, the options convert to the Issuer's Class A common stock on a one-to-one basis. |
| 5. In connection with the Issuer's initial public offering, a four-to-five reverse stock split was effected on November 29, 2010. Additionally, the exercise price of any options with exercise prices greater than $11.00 (the initial public offering price) were adjusted to $11.00 on December 15, 2010. |
| 6. The options vested and became exercisable in three equal annual installments, beginning with the third anniversary from the August 27, 2008 grant date. |
| Remarks: |
| /s/ Virginia Henkels | 05/31/2017 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||