SEC Form 4 · accession 0001140361-16-066562
Knight-Swift Transportation Holdings Inc. · KNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lyndee Moyes Nester
Other
Period of report
May 18, 2016
Accepted (ET)
May 20, 2016 · 6:10 pm EDT
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,F2,F3,F4,F5,F8 | — | May 18, 2016 | J | 1 | D | — | — | Class A Common Stock | 12,294,016 | 0 | I |
| Forward Sale Contract (obligation to sell)F1,F2,F3,F4,F6,F8 | — | May 18, 2016 | J | 1 | A | — | — | Class A Common Stock | 12,294,016 | 1 | I |
| Forward Sale Contract (obligation to sell)F1,F2,F3,F4,F7,F8 | — | May 18, 2016 | J | 1 | D | — | — | Class A Common Stock | 13,700,000 | 0 | I |
| Forward Sale Contract (obligation to sell)F1,F2,F3,F4,F7,F8 | — | May 18, 2016 | J | 1 | A | — | — | Class A Common Stock | 13,700,000 | 1 | I |
Explanation of responses
- F1Effective as of May 18, 2016, M Capital Group Investors II, LLC ("M Capital II"), entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.
- F2Under the VPFs, 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 set forth in the VPFs. The number of shares deliverable under the VPFs depends 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."
- F3The actual number of shares required to be delivered under each component of the VPFs depends 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 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.
- F4The Settlement Price under the VPFs 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 generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.
- F5The reported transaction is the termination of a VPF by M Capital II, under which the Forward Floor Price was $23.30, the Forward Cap Price was $36.50, the number of components was 20, and the Number of Shares underlying nineteen of the components was 614,700 each, with 614,716 shares underlying the twentieth component. The Valuation Dates ranged from July 5, 2016 to August 1, 2016. The maximum number of shares to be delivered under this VPF was 12,294,016. This VPF was terminated in exchange for a payment of $181,412,000 (the "M Capital Termination Payment").
- F6The reported transaction is the entry into a new VPF by M Capital II, under which the Forward Floor Price is $14.7265, the Forward Cap Price is $17.6718, the number of components is three, and the Number of Shares underlying each component is 4,098,005, 4,098,005, and 4,098,006, respectively. The Valuation Dates range from May 26, 2017 to May 31, 2017. The maximum number of shares to be delivered under this VPF is 12,294,016. M Capital II was entitled to receive a payment of $161,313,613.52 under this VPF, which was paid in partial satisfaction of the M Capital Termination Payment.
- F7The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment reduced the number of components from three to one and amended the Valuation Dates from November 21 through 23, 2016, to a single Valuation Date of November 25, 2016. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively.
- F8Shares are held directly by M Capital II. The reporting person is the trustee of a trust that is a member of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.