SEC Form 4 · accession 0001140361-17-035252

Knight-Swift Transportation Holdings Inc. · KNX

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

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

Officer — Executive Chairman · Director

Period of report

Sep 8, 2017

Accepted (ET)

Sep 12, 2017 · 8:21 pm EDT

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^F1	Sep 8, 2017	A	17,301	—	A	17,301	D
Class A Common Stock^F1	Sep 8, 2017	A	2,742,577	—	A	2,759,878	I	Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F2,F3	—	Sep 8, 2017	M	74,635	A	Sep 8, 2017	—	Common Stock	74,635	74,635	D

F1Acquired pursuant to an Agreement and Plan of Merger dated April 9, 2017, among the issuer, Bishop Merger Sub, Inc., and Knight Transportation, Inc., providing that issuer would issue to each shareholder of Knight Transportation, Inc. the number of issuer's shares equal to the number of shares of Knight Transportation, Inc. held by the shareholder. Each acquired share's market value is $40.85.
F2On March 14, 2014, the reporting person was granted restricted stock units with the amount of shares of common stock awarded to be based on achieving or failing to achieve performance targets measured over a three-year period that ended December 31, 2016. As part of the Agreement and Plan of Merger dated April 9, 2017, among the issuer, Bishop Merger Sub, Inc., and Knight Transportation, Inc., the grant was assumed by and became Issuer's grant; the restricted stock units vest on the effective date of the merger and the shares issued have a market value of $40.85 per share on the effective date of the merger.
F3The reporting person previously elected to defer delivery of the shares related to this restrictive stock unit grant. The right to received the shares vested on the effective date of the merger. The shares will be delivered within six months of the date the reporting person terminates employment.