SEC Form 4/A · accession 0001140361-18-018250
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
James E. Updike Jr.
Officer — EVP Sales & Mkt, Knight Trans.
Period of report
Sep 8, 2017
Accepted (ET)
Apr 11, 2018 · 6:11 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 UnitsF1,F2 | — | Sep 8, 2017 | A | 6,220 | A | Sep 8, 2017 | — | Class A Common Stock | 6,220 | 6,220 | D |
| Restricted Stock Performance UnitsF1,F2 | — | Sep 8, 2017 | M | 6,220 | D | — | — | Class A Common Stock | 6,220 | 0 | D |
| Restricted Stock Performance UnitsF1,F3 | $0.00 | Sep 8, 2017 | A | 4,183 | A | — | Jan 31, 2019 | Class A Common Stock | 4,183 | 4,183 | D |
| Restricted Stock Performance UnitsF1,F3 | $0.00 | Sep 8, 2017 | A | 6,190 | A | — | Jan 31, 2020 | Class A Common Stock | 6,190 | 6,190 | D |
| Restricted Stock UnitsF1,F4 | $0.00 | Sep 8, 2017 | A | 14,100 | A | — | — | Class A Common Stock | 14,100 | 14,100 | D |
| Restricted Stock UnitsF1,F5 | $0.00 | Sep 8, 2017 | A | 2,000 | A | — | — | Class A Common Stock | 2,000 | 2,000 | D |
| Restricted Stock UnitsF1,F6 | $0.00 | Sep 8, 2017 | A | 4,498 | A | — | — | Class A Common Stock | 4,498 | 4,498 | 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 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 Merger Agreement, 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. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The vesting of these restricted stock units 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 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 for this grant vest on January 31, 2018.
- F6This restricted stock unit grant vests in five equal annual installments beginning on May 31, 2018.