Reich Robert M JR Form 4 Schneider National / Robert M Reich JR 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^*

Reich Robert M JR

(Last) (First) (Middle)

3101 PACKERLAND DRIVE

(Street)

GREEN BAY WI 54313

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Schneider National, Inc. [ SNDR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP - CAO

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2024

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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	12/04/2024		M		3,706	A	$18.99	159,072	D
Class B Common Stock	12/04/2024		M		2,544	A	$20.04	161,616	D
Class B Common Stock	12/04/2024		S		2,544	D	$31.5903(1)	159,072	D
Class B Common Stock	12/04/2024		S		3,706	D	$31.7512(2)	155,366	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$20.04(3)	12/04/2024		M			2,544	(4)	02/14/2030	Class B Common Stock	2,544	$0.00	13,228	D
Employee Stock Option (Right to Buy)	$18.99(5)	12/04/2024		M			3,706	(6)	04/29/2029	Class B Common Stock	3,706	$0.00	0.00	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $31.565 USD to $31.65 USD; the price reported above reflects the weighted average sale price.

2. This transaction was executed in multiple trades at prices ranging from $31.61 USD to $31.86 USD; the price reported above reflects the weighted average sale price.

3. In accordance with the provisions of the applicable plan and option agreements, the Compensation Committee approved an equitable adjustment to reduce the exercise price of the options from $22.04 at the time of the grant to $20.04 in order to reflect the $2.00 per share special dividend paid on outstanding shares of the Issuer's Class A and Class B common stock on November 9, 2020.

4. These options vested in equal annual installments on each of the first four anniversaries of March 15,2020.

5. In accordance with the provisions of the applicable plan and option agreements, the Compensation Committee approved an equitable adjustment to reduce the exercise price of the options from $20.99 at the time of the grant to $18.99 in order to reflect the $2.00 per share special dividend paid on outstanding shares of the Issuer's Class A and Class B common stock on November 9, 2020.

6. These options vested in equal annual installments on each of the first four anniversaries of March 15, 2019.

Remarks:

	Thomas Jackson by POA for Robert Reich	12/06/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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