SEC Form 4/A · accession 0001140361-18-018249
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
Gary J Knight
Officer — Vice Chairman · Director
Period of report
Sep 8, 2017
Accepted (ET)
Apr 11, 2018 · 6:09 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 | 338,451 | — | A | 338,451 | D | |
| Class A Common StockF2,F3,F4 | Sep 8, 2017 | A | 4,506,019 | — | A | 4,509,619 | 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 UnitsF5,F6 | $0.00 | Sep 8, 2017 | A | 14,100 | A | — | — | Class A Common Stock | 14,100 | 14,100 | D |
| Restricted Stock UnitsF5,F7 | $0.00 | Sep 8, 2017 | A | 2,999 | A | — | — | Class A Common Stock | 2,999 | 2,999 | D |
| Employee Stock Option (Right to Buy)F8,F9 | $17.29 | Sep 8, 2017 | A | 15,000 | A | — | May 21, 2018 | Class A Common Stock | 15,000 | 15,000 | D |
Explanation of responses
- F1This row is being amended to clarify the number of shares directly owned after the transaction.
- F2This row is being 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.
- F4Includes shares of the issuer that the reporting person owned prior to the merger of Swift Transportation Company and Knight Transportation Inc., as reported on the reporting person's Form 3, as amended.
- F5This 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.
- F6The remaining restricted stock units for this grant 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.
- F7This restricted stock unit grant vests in five equal annual installments beginning on May 31, 2018.
- F8This 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.
- F9The stock option grant vested 20% on December 31, 2008, and 5% each quarter thereafter.