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 Knight-Swift Transportation Holdings Inc. [ KNX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/08/2017 | ||||||||||||||||||||||||||
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 | 09/08/2017 | F(1) | 1,411 | D | $40.85 | 6,983 | D | |||
Class A Common Stock | 09/08/2017 | F(1) | 769 | D | $40.85 | 6,214 | D | |||
Class A Common Stock | 09/08/2017 | F(1) | 230 | D | $40.85 | 5,984 | D | |||
Class A Common Stock | 09/08/2017 | A(2) | 3,447 | A | $40.85 | 9,431 | D | |||
Class A Common Stock | 09/08/2017 | F(3) | 1,119 | D | $40.85 | 8,312 | D | |||
Class A Common Stock | 09/08/2017 | D(4) | 6,664 | D | $0.00 | 1,648 | 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 |
Explanation of Responses: |
1. Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of Restricted Stock Units previously granted. |
2. Represents performance shares awarded, pursuant to the issuer's 2014 Omnibus Incentive Plan. The performance share awards were granted on May 24, 2016 and had a three-year performance period ending on December 31, 2018, but the granting of these performance units was accelerated due to the Reporting Person's resignation in connection with the closing of the Merger (as defined below). On September 8, 2017, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of April 9, 2017, by and among the issuer, Bishop Merger Sub, Inc., a direct wholly owned subsidiary of the issuer ("Merger Sub"), and Knight Transportation, Inc. ("Knight"), Merger Sub merged with and into Knight, with Knight continuing as the surviving corporation and as a direct wholly owned subsidiary of the issuer (the "Merger"). |
3. Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of performance shares. |
4. The Reporting Person forfeited 6,664 Restricted Stock Units by the terms of their grant, due to the Reporting Person's resignation in connection with the closing of the Merger. |
Remarks: |
Executive Vice President, General Counsel and Secretary |
/s/ Mickey R. Dragash | 09/12/2017 | |
** 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. |