SEC Form 4 · accession 0001140361-16-087512
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
Nov 18, 2016
Accepted (ET)
Nov 22, 2016 · 11:49 am 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,F2,F3,F4,F5,F7 | — | Nov 18, 2016 | J | 1 | D | — | — | Class A Common Stock | 12,294,016 | 0 | I |
| Forward Sale Contract (obligation to sell)F1,F2,F3,F4,F5,F7 | — | Nov 18, 2016 | J | 1 | A | — | — | Class A Common Stock | 12,294,016 | 1 | I |
| Forward Sale Contract (obligation to sell)F1,F2,F3,F4,F6,F7 | — | Nov 18, 2016 | J | 1 | D | — | — | Class A Common Stock | 13,700,000 | 0 | I |
| Forward Sale Contract (obligation to sell)F1,F2,F3,F4,F6,F7 | — | Nov 18, 2016 | J | 1 | A | — | — | Class A Common Stock | 13,700,000 | 1 | I |
Explanation of responses
- F1Effective as of November 18, 2016, 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.
- 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 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 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.
- F7Securities are held directly by M Capital II. The reporting person is the trustee of five trusts that constitute certain of the members 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 his 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.