SEC Form 4 · accession 0001325054-17-000013
Knight-Swift Transportation Holdings Inc. · KNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Stocking
Officer — President and CEO
Period of report
May 26, 2017
Accepted (ET)
May 31, 2017 · 7:59 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, Restricted Stock UnitF1 | May 26, 2017 | A | 46,955 | $23.81 | A | 93,902 | D | |
| Class A Common Stock | May 30, 2017 | M | 80,000 | $11.00 | A | 173,902 | D | |
| Class A Common StockF2 | May 30, 2017 | S | 80,000 | $24.25 | D | 93,902 | 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)F3,F4,F5 | $11.00 | May 30, 2017 | M | 80,000 | D | — | Oct 16, 2017 | Class A Common Stock | 80,000 | 0 | D |
Explanation of responses
- F1Represents an award of Restricted Stock Units ("RSUs") granted under the Issuer's 2014 Omnibus Incentive Plan and is a contingent right to receive one share of the Issuer's Class A common stock, subject to certain acceleration, forfeiture and termination provisions, vested in three equal installments over a three-year period beginning with the first anniversary from the grant date. Further, if a Grantee's employment is terminated in connection with the transaction contemplated by the Agreement and Plan of Merger by and Among the Company, Bishop Merger Sub., Inc. and Knight Transportation, Inc. dated as of April 9, 2017, then a portion of the shares of RSUs granted above to each will become vested as of the date of the Grantee's termination of employment, determined by multiplying the number of RSUs granted above by a fraction, the numerator of which is the number of completed days of service following the grant date prior to termination, and the denominator of which is 1,095.
- F2The price of $24.25 reported in Column 4 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $24.11 to $24.38. 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.
- F3Options were granted under the Issuer's 2007 Omnibus Incentive Plan. Upon exercise, the options convert to the Issuer's Class A common stock on a one-to-one basis.
- F4In connection with the Issuer's initial public offering, a four-to-five reverse stock split was effected on November 29, 2010. Additionally, the exercise price of any options with exercise prices greater than $11.00 (the initial public offering price) were adjusted to $11.00 on December 15, 2010.
- F5The options vested and became exercisable in three equal annual installments, beginning with the third anniversary from the October 16, 2010 grant date.