SEC Form 4 · accession 0001140361-17-043386

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

• F1In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.
• F10The 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.
• F11The 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.
• F12The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split.
• F13The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split.
• F14The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split.
• F15The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split.
• F16The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from November 30, 2017 to August 14, 2018. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693. The amendment to the Repurchase Agreement increased the maximum amount available for advance and the corresponding maximum repurchase price to $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying securities on the expiration date, and the right to repurchase the underlying securities at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.
• F2Shares 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.
• F3Shares 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.
• F4Shares 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.
• F5Shares 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.
• F6Share amount updated to reflect the Reverse Split.
• F7Share amount reflects a decrease of 58 shares (on a post Reverse Split basis) to correct an administrative error regarding the number of shares previously reported as forfeited to the Issuer to cover a tax liability incurred as a result of exercising an option. The error resulted from the application of an incorrect income tax rate.
• F8Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.
• F9Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of 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."