SEC Form 4 · accession 0001209191-15-046001
Knight-Swift Transportation Holdings Inc. · KNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cary M Flanagan
Officer — Controller
Period of report
May 20, 2015
Accepted (ET)
May 22, 2015 · 2:52 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 Stock | May 20, 2015 | M | 5,000 | $11.00 | A | 8,729 | D | |
| Class A Common StockF1 | May 20, 2015 | S | 5,000 | $24.9801 | D | 3,729 | D | |
| Class A Common Stock, Restricted Stock UnitF2 | May 20, 2015 | A | 2,550 | $24.84 | A | 6,279 | D | |
| Class A Common Stock, Restricted Stock UnitF3 | May 21, 2015 | S | 155 | $25.00 | D | 6,124 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right-To-Buy)F4 | $11.00 | May 20, 2015 | M | 5,000 | D | — | Aug 27, 2018 | Class A Common Stock | 5,000 | 13,000 | D |
Explanation of responses
- F1The price reported in Column 4 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $24.98 to $24.99. The reporting person undertakes to provide Swift Transportation Company, any securities holders of Swift Transportation Company, or the staff of the Securities and Exchange Commission, upon request, all information regarding the number of shares sold at each separate price within this range.
- F2Represents an award of Restricted Stock Units granted under the Issuer's 2014 Omnibus Incentive Plan. Subject to certain acceleration, forfeiture and termination provisions, each Restricted Stock Unit represents a contingent right to receive one share of Issuer's Class A common stock. The Restricted Stock Units vest in three equal installments over a three-year period beginning with the first anniversary from the grant date.
- F3Sale to cover taxes owed upon vesting of restricted stock units
- F4Represents a grant of 40,000 options on August 27, 2008 which vested and became exercisable as to 13,333 shares on each of August 27, 2011 and August 27, 2012, and as to the remaining 13,334 shares on August 27, 2013. Upon exercise, the options convert to the Issuer's Class A common stock on a one-to-one basis.