SEC Form 4 · accession 0001140361-17-010381
Knight-Swift Transportation Holdings Inc. · KNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jerry Moyes
Director · 10% Owner · Other
MOYES JERRY & VICKIE FAMILY TRUST
10% Owner
Vickie Moyes
10% Owner
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 8:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001492691
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Feb 28, 2017 | M | 132,270 | $13.36 | A | 167,945 | D | |
| Class A Common Stock | Feb 28, 2017 | M | 103,306 | $15.51 | A | 271,251 | D | |
| Class A Common StockF1 | Feb 28, 2017 | F | 155,128 | $21.72 | D | 116,123 | D | |
| Class A Common StockF2 | Feb 28, 2017 | F | 38,102 | $21.72 | D | 78,201 | D | |
| Class A Common StockF3 | Feb 28, 2017 | A | 13,214 | $21.72 | A | 91,235 | D | |
| Class A Common StockF4 | Feb 28, 2017 | F | 6,218 | $21.72 | D | 85,017 | D | |
| Class A Common StockF10 | holding | — | — | — | 1,951,006 | I | Manager and Member | |
| Class B Common StockF10 | holding | — | — | — | 8,354,978 | I | Manager and Member | |
| Class A Common StockF11 | holding | — | — | — | 1,889,071 | I | Manager and Member | |
| Class B Common StockF12,F11 | holding | — | — | — | 2,378,252 | I | Manager and Member | |
| Class B Common StockF13,F14 | holding | — | — | — | 10,595,659 | I | Manager and Member | |
| Class B Common StockF15 | holding | — | — | — | 26,213,049 | I | Manager and Member |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right-to-buy)F5,F6,F7 | $13.36 | Feb 28, 2017 | M | 132,270 | A | — | Mar 31, 2017 | Class A Common Stock | 132,270 | 0 | D |
| Employee Stock Option (Right-to-buy)F8,F9,F7 | $15.51 | Feb 28, 2017 | M | 103,306 | A | — | Mar 31, 2017 | Class A Common Stock | 103,306 | 0 | D |
Explanation of responses
- F1Represents the number of shares swapped to satisfy the payment of the exercise price upon the February 28, 2017 exercise of options.
- F10Shares are held by Cactus Holding Company, LLC ("Cactus I"), an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager. Cactus I is wholly owned by Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons are all of the members.
- F11Shares are held by Cactus Holding Company II, LLC ("Cactus II"), an entity for which the JVMF Trust is the sole manager. Cactus II is wholly owned by Cactus III.
- F12Amount reflects the distribution of 1,863,140 shares from M Capital Group Investors, LLC ("M Capital I") to Cactus I, a distribution of such shares by Cactus I to Cactus III, and a contribution of such shares from Cactus III to Cactus II. Cactus I is a member of M Capital I, Cactus I and Cactus II are wholly owned by Cactus III, and the reporting persons constitute all of the members of Cactus III. Accordingly, these transactions represent a change in form of indirect beneficial ownership and did not affect the pecuniary interest of the reporting persons in these shares.
- F13Amount reflects a distribution of 1,863,140 shares from M Capital I to Cactus I as noted in footnote 12. Amount also reflects a distribution by M Capital I of an aggregate of 200,000 shares to certain of its members who are not the reporting persons. This distribution did not change the number of shares in which the reporting persons have a pecuniary interest.
- F14Shares are held by M Capital I, an entity for which the JVMF Trust serves as the sole manager. Cactus I is one of the members of M Capital I. 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.
- F15Shares are held by M Capital Group Investors II, LLC ("M Capital II"), an entity for which the JVMF Trust serves as the sole manager. 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.
- F2Represents the number of shares withheld to satisfy tax withholding obligations upon the February 28, 2017 exercise of options.
- F3Represents performance shares awarded, pursuant to the Issuer's 2007 Omnibus Incentive Plan (amended and restated as of December 15, 2010). The performance share awards were granted on May 6, 2014 and had a three-year performance period ending on December 31, 2016. The Issuer's Board of Directors approved the final vesting on February 28, 2017, based on the results of the performance period.
- F4Represents the number of shares withheld to satisfy tax obligations upon the February 28, 2017 final vesting of performance shares.
- F5Options were granted under the Issuer's 2007 Omnibus Incentive Plan (amended and restated as of December 15, 2010). Upon exercise, the options convert to the Issuer's Class A common stock on a one-to-one basis.
- F6The original grant of 132,270 options vested and became exercisable in three equal annual installments, beginning with the first anniversary from the grant date of February 22, 2013.
- F7Expiration dates were accelerated to March 31, 2017 due to the officer's separation of employment from the Issuer as of December 31, 2016.
- F8Options were granted under the Issuer's 2014 Omnibus Plan. Upon exercise, the options convert to the Issuer's Class A common stock on a one-to-one basis.
- F9The original grant of 103,306 options was scheduled to vest and become exercisable in three equal annual installments, beginning with the first anniversary from the grant date of May 24, 2016. However, upon entering into the Agreement dated September 8, 2016 between Mr. Moyes and the Issuer, announcing Mr. Moyes' planned retirement effective December 31, 2016, the options immediately vested in accordance with the terms of the Agreement between Mr. Moyes and the Issuer.