SEC Form 4 · accession 0001140361-15-039488
Knight-Swift Transportation Holdings Inc. · KNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Moyes
Other
Period of report
Oct 30, 2015
Accepted (ET)
Nov 3, 2015 · 5:58 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001492691
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Sale Contract (obligation to sell)F1,F3,F4,F5,F6,F2,F7 | — | Oct 30, 2015 | J | 1 | D | — | — | Class A Common Stock | 25,994,016 | 0 | I |
| Forward Sale Contract (obligation to sell)F1,F3,F4,F5,F6,F2,F7 | — | Oct 30, 2015 | J | 1 | A | — | — | Class A Common Stock | 13,700,000 | 1 | I |
| Forward Sale Contract (obligation to sell)F1,F3,F4,F5,F6,F2,F7 | — | Oct 30, 2015 | J | 1 | A | — | — | Class A Common Stock | 12,294,016 | 1 | I |
Explanation of responses
- F1On October 29, 2013, M Capital Group Investors II, LLC ("M Capital II") entered into a Master Terms and Conditions for Prepaid Variable Share Forward Transactions (together with the supplemental confirmations thereto, the "M Capital Forward Agreement") with Citibank, N.A. ("Citibank"). Under the M Capital Forward Agreement, M Capital II is obligated to deliver a variable amount of Class A Common Stock (as defined below), or an equivalent amount of cash, upon certain dates specified in the M Capital Forward Agreement. On February 18, 2015, M Capital II and Citibank amended the terms of the M Capital Forward Agreement by entering into amended and restated supplemental confirmations with respect thereto.
- F2On October 30, 2015, M Capital II and Citibank entered into a Second Amended and Restated Transaction 1 Supplemental Confirmation (the "Amendment"), which amends the terms of the first tranche of the M Capital Forward Agreement. This Form 4 is being filed to report the Amendment. The terms of the second tranche of the M Capital Forward Agreement were not changed as part of the Amendment.
- F3Under the M Capital Forward Agreement, M Capital II is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Swift Transportation Company ("Class A Common Stock"), or an equivalent amount of cash, upon certain dates specified in the M Capital Forward Agreement. The number of shares deliverable under the Forward Agreement depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the M Capital Forward Agreement.
- F4Under the Amendment, the first tranche of the M Capital Forward Agreement continues to have three components. Each component has its own "Valuation Date" and "Number of Shares." The Settlement Price under both tranches 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 by M Capital II must be delivered on the date that is one Settlement Cycle (as defined in the M Capital Forward Agreement) following the relevant Valuation Date.
- F5Under the M Capital Forward Agreement, 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 the 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. These formulas were not changed in connection with the Amendment.
- F6The Amendment made the following changes, among other technical changes, to the existing tranche 1 of the M Capital Forward Agreement: (1) decreased the Forward Floor Price from $22.54 to $22.00; (2) decreased the Forward Cap Price from $34.00 to $26.40; and (3) extended the Valuation Dates from November 4 through November 6, 2015, to November 21 through November 23, 2016. The maximum number of shares to be delivered under tranche 1 of the M Capital Forward Agreement remained the same at 13,700,000. In connection with the Amendment, M Capital II made a cash payment to Citibank of $18,500,000. Tranche 2 of the M Capital Forward Agreement remains unchanged, with a Forward Floor Price of $23.30, a Forward Cap Price of $36.50, Valuation Dates ranging from July 5, 2016 through August 1, 2016, and the maximum number of shares to be delivered at 12,294,016.
- F7Shares held by M Capital II, of which the Michael J. Moyes Trust, the Lyndee Moyes Nester Trust, the Todd Moyes Trust, the Marti Lyn Moyes Trust, the Chris Moyes Trust, and the Hollie Moyes Trust (collectively, the "Trusts") are certain of the members. The reporting person is the trustee of each of the Trusts, with the exception of the Michael J. Moyes Trust, of which the reporting person is the beneficiary. The reporting person disclaims beneficial ownership of these securities except to the extent of his 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.