SEC Form 4/A · accession 0001140361-18-018272
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
Kevin P Knight
Officer — Executive Chairman · Director
Period of report
Sep 8, 2017
Accepted (ET)
Apr 11, 2018 · 6:54 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,F2 | Sep 8, 2017 | A | 2,742,577 | — | A | 2,742,577 | 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 UnitsF3,F4 | — | Sep 8, 2017 | A | 74,635 | A | Sep 8, 2017 | — | Class A Common Stock | 74,635 | 74,635 | D |
| Restricted Stock Performance UnitsF5,F4 | — | Sep 8, 2017 | D | 74,635 | D | Sep 8, 2017 | — | Class A Common Stock | 74,635 | 0 | D |
| Phantom StockF6,F4 | — | Sep 8, 2017 | A | 74,635 | A | — | — | Class A Common Stock | 74,635 | 74,635 | D |
| Restricted Stock Performance UnitsF3,F7 | — | Sep 8, 2017 | A | 50,201 | A | — | Jan 31, 2019 | Class A Common Stock | 50,201 | 50,201 | D |
| Restricted Stock Performance UnitsF3,F7 | — | Sep 8, 2017 | A | 20,635 | A | — | Jan 31, 2020 | Class A Common Stock | 20,635 | 20,635 | D |
| Restricted Stock UnitsF3,F8 | $0.00 | Sep 8, 2017 | A | 23,500 | A | — | — | Class A Common Stock | 23,500 | 23,500 | D |
| Restricted Stock UnitsF3,F9 | $0.00 | Sep 8, 2017 | A | 11,244 | A | — | — | Class A Common Stock | 11,244 | 11,244 | D |
| Employee Stock Option (Right to Buy)F3,F10 | $17.29 | Sep 8, 2017 | A | 69,217 | A | — | May 21, 2018 | Class A Common Stock | 69,217 | 69,217 | D |
Explanation of responses
- F1This row is being amended to clarify the shares owned indirectly by the reporting person after the transaction. The row showing the acquisition of all of the reporting person's direct shares is not being amended and is therefore not included in this Form 4 amendment.
- F10This option vested 20% on December 31, 2008 and 5% per calendar quarter thereafter.
- F2Acquired 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.
- F3This 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.
- F4On 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 delivery of the underlying shares for the RSUs that vested on the effective date of the merger. As a result, the reporting person is reporting the disposition of 74,635 RSUs in exchange for an equal number of shares of phantom stock. The phantom stock will be paid within 6 months of the date the reporting person terminates employment.
- F5This row is being amended to clarify the vesting and deferral of the restricted stock grant.
- F6This row is added to show the acquisition of phantom stock in connection with the election to defer delivery of the shares for the restricted stock unit grant that vested in connection with the Merger Agreement.
- F7The 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.
- F8The 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.
- F9This restricted stock unit grant vests in five equal annual installments beginning on May 31, 2018.