SEC Form 4 · accession 0001140361-16-087510

Knight-Swift Transportation Holdings Inc. · KNX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.
• F10Securities are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their 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. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the manager of M Capital II.
• F11Securities are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the manager of Cactus I and Cactus III.
• F12Securities are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the manager of Cactus II.
• F2Under the VPFs, Cactus I or M Capital II, as applicable, 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 transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment increased the number of components from three to twenty and amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 4,098,005, 4,098,005, and 4,098,006 shares underlying the previous three components, respectively, to 614,701 shares underlying nineteen of the new components and 614,697 shares underlying the twentieth component. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $14.7265 and $17.6718, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 12,294,016.
• F6The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I, under which the Forward Floor Price and Forward Cap Price remained unchanged at $14.7265 and $17.6718, respectively. The number of components remained unchanged at three. The Number of Shares underlying each component also remained unchanged at 2,335,328. The amendment amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through December 7, 2017. The maximum number of shares to be delivered under this VPF remained unchanged at 7,005,984.
• F7The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment increased the number of components from one to twenty and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 13,700,000 shares underlying the previous single component to 685,000 shares underlying each of the twenty new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 13,700,000. M Capital II paid an amount equal to $21,750,000 in connection with this amendment.
• F8The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The amendment increased the number of components from one to three and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through December 7, 2017. The Number of Shares underlying each component was reduced from 3,300,000 shares underlying the previous single component to 1,100,000 shares underlying each of the three new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 3,300,000. Cactus I paid an amount equal to $5,250,000 in connection with this amendment.
• F9The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus Holding Company II, LLC ("Cactus II"), which amended the expiration date from May 30, 2017 to November 30, 2017. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693, with a fully recourse obligation to repurchase the underlying securities for the same price on the expiration date and the right to repurchase the underlying securities for the same price at any time prior to the expiration date.