SEC Form 4/A · accession 0001140361-18-018222

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

David A Jackson

Officer — President and CEO · Director

Period of report

Sep 8, 2017

Accepted (ET)

Apr 11, 2018 · 5:32 pm EDT

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
Restricted Stock Performance Units^F1,F2	—	Sep 8, 2017	A	9,952	A	Sep 8, 2017	—	Class A Common Stock	9,952	9,952	D
Restricted Stock Performance Units^F1,F2	—	Sep 8, 2017	M	2,488	D	Sep 8, 2017	—	Class A Common Stock	2,488	7,464	D
Restricted Stock Performance Units^F1,F2	—	Sep 8, 2017	D	7,464	D	Sep 8, 2017	—	Class A Common Stock	7,464	0	D
Phantom Stock^F1,F2	—	Sep 8, 2017	A	7,464	A	—	—	Class A Common Stock	7,464	7,464	D
Restricted Stock Performance Units^F1,F3	$0.00	Sep 8, 2017	A	16,734	A	—	Jan 31, 2019	Class A Common Stock	16,734	16,734	D
Restricted Stock Performance Units^F1,F3	$0.00	Sep 8, 2017	A	33,016	A	—	Jan 31, 2020	Class A Common Stock	33,016	33,016	D
Restricted Stock Units^F1,F4	$0.00	Sep 8, 2017	A	21,150	A	—	—	Class A Common Stock	21,150	21,150	D
Restricted Stock Units^F1,F5	$0.00	Sep 8, 2017	A	2,600	A	—	—	Class A Common Stock	2,600	2,600	D
Restricted Stock Units^F1,F6	$0.00	Sep 8, 2017	A	17,991	A	—	—	Class A Common Stock	17,991	17,991	D

Explanation of responses

F1This row is being added to show derivative securities acquired 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 the 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.
F2On 3/14/14, the reporting person was granted restricted stock units ("RSUs") with the amount of shares of common stock awarded to be based on achieving or failing to achieve performance targets measured over a 3-year period that ended 12/31/16. As part of the Merger Agreement, on the effective date of the merger, the RSUs vested and the shares issued had a market value of $40.85 per share. Each RSU represents a contingent right to receive 1 share of Class A Common Stock. The reporting person opted to defer 75% of the RSUs that vested on the effective date of the merger. As a result, the reporting person is reporting the disposition of 7,464 RSUs in exchange for an equal number of shares of phantom stock. The phantom stock will be paid in 3 equal annual installments on 1/31/19, 1/31/20, and 1/31/21. The acquisition of Class A Common Stock for the remaining 25% of the RSUs that vested (2,488 RSUs) is reported in Table I of the original Form 4.
F3The 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.
F4The remaining 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.
F5The remaining restricted stock units vest on January 31, 2018.
F6This restricted stock unit grant vests in five equal annual installments beginning on May 31, 2018.