SEC Form 4/A · accession 0001140361-18-018184
Knight-Swift Transportation Holdings Inc. · KNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Todd F. Carlson
Officer — General Counsel and Secretary
Period of report
Sep 8, 2017
Accepted (ET)
Apr 11, 2018 · 4:39 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 StockF1,F3 | Sep 8, 2017 | A | 13,381 | — | A | 13,381 | D | |
| Class A Common StockF2,F3 | Sep 8, 2017 | A | 7,257 | — | A | 7,257 | I | Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Performance UnitsF4,F6 | $0.00 | Sep 8, 2017 | A | 2,845 | A | — | Jan 31, 2019 | Class A Common Stock | 2,845 | 2,845 | D |
| Restricted Stock Performance UnitsF4,F6 | $0.00 | Sep 8, 2017 | A | 3,508 | A | — | Jan 31, 2020 | Class A Common Stock | 3,508 | 3,508 | D |
| Restricted Stock UnitsF4,F7 | $0.00 | Sep 8, 2017 | A | 7,050 | A | — | — | Class A Common Stock | 7,050 | 7,050 | D |
| Restricted Stock UnitsF4,F8 | $0.00 | Sep 8, 2017 | A | 1,000 | A | — | — | Class A Common Stock | 1,000 | 1,000 | D |
| Restricted Stock UnitsF4,F9 | $0.00 | Sep 8, 2017 | A | 2,800 | A | — | — | Class A Common Stock | 2,800 | 2,800 | D |
| Restricted Stock UnitsF4,F10 | $0.00 | Sep 8, 2017 | A | 3,748 | A | — | — | Class A Common Stock | 3,748 | 3,748 | D |
| Employee Stock Option (Right to Buy)F5,F11 | $14.79 | Sep 8, 2017 | A | 9,000 | A | — | Nov 25, 2017 | Class A Common Stock | 9,000 | 9,000 | D |
| Employee Stock Option (Right to Buy)F5,F12 | $17.29 | Sep 8, 2017 | A | 5,000 | A | — | May 21, 2018 | Class A Common Stock | 5,000 | 5,000 | D |
Explanation of responses
- F1This row is amended to clarify the number of shares owned directly by the reporting person after the transaction.
- F10This restricted stock unit grant vests in five equal annual installments beginning on May 31, 2018.
- F11This option vested in three equal annual installments beginning on November 26, 2010.
- F12This option vested in five equal annual installments beginning on May 22, 2011.
- F2This row is amended to clarify the number of shares owned indirectly by the reporting person after the transaction.
- F3Acquired pursuant to an Agreement and Plan of Merger dated April 9, 2017, among the issuer, Bishop Merger Sub, Inc. and Knight Transportation, Inc. (the "Merger Agreement"), 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.
- F4This row is being added to show derivative securities acquired pursuant to the Merger Agreement, providing that issuer would assume each restricted stock award of Knight Transportation, Inc. Common Stock subject to vesting and automatically convert such awards into restricted stock awards of issuer's Class A Common Stock equal to the number of shares of Knight Transportation, Inc. Common Stock.
- F5This row is being added to show derivative securities acquired pursuant to the Merger Agreement, providing that issuer would assume each vested and unvested stock option of Knight Transportation, Inc. Common Stock and automatically convert such options into stock options to acquire issuer's Class A Common Stock equal to the number of shares of Knight Transportation, Inc. Common Stock subject to the option.
- F6The number of underlying securities is subject to adjustment based on the level of achievement for specified performance targets measured over a performance period ending on December 31, 2017. The shares underlying this award vested as of September 8, 2017.
- F7The restricted stock units vest as follows: approximately 17% on January 31, 2018, approximately 17% on January 31, 2019, approximately 15% on January 31, 2020, and approximately 17% on each of January 31, 2021, 2022, and 2023.
- F8This restricted stock unit grant vests on January 31, 2018.
- F9This restricted stock unit grant vests in two equal annual installments beginning on January 31, 2018.