SEC Form 4 · accession 0001325054-17-000015
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
Aug 15, 2017
Accepted (ET)
Aug 17, 2017 · 6:13 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 | Aug 15, 2017 | M | 40,000 | $8.61 | A | 133,902 | D | |
| Class A Common Stock | Aug 15, 2017 | M | 32,000 | $8.80 | A | 165,902 | D | |
| Class A Common Stock | Aug 15, 2017 | M | 40,385 | $13.36 | A | 206,287 | D | |
| Class A Common StockF1 | Aug 15, 2017 | S | 112,385 | $27.29 | D | 93,902 | D | |
| Class A Common Stock, Restricted Stock Unit | Aug 16, 2017 | M | 14,337 | $13.36 | A | 108,239 | D | |
| Class A Common Stock, Restricted Stock UnitF2 | Aug 16, 2017 | S | 14,337 | $27.38 | 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 | $8.61 | Aug 15, 2017 | M | 40,000 | D | — | Dec 31, 2019 | Class A Common Stock | 40,000 | 0 | D |
| Employee Stock Option (Right-to-buy)F3,F5 | $8.80 | Aug 15, 2017 | M | 32,000 | D | — | Feb 25, 2020 | Class A Common Stock | 32,000 | 0 | D |
| Employee Stock Option (Right-to-buy)F3,F6 | $13.36 | Aug 15, 2017 | M | 40,385 | D | — | Feb 22, 2023 | Class A Common Stock | 40,385 | 14,337 | D |
| Employee Stock Option (Right-to-buy)F3,F6 | $13.36 | Aug 16, 2017 | M | 14,337 | D | — | Feb 22, 2023 | Class A Common Stock | 14,337 | 0 | D |
Explanation of responses
- F1The price of $27.29 reported in Column 4 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $27.17 to $27.39. 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.
- F2The price of $27.38 reported in Column 4 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $27.30 to $27.48. 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 (amended and restated as of December 15, 2010). Upon exercise, the options convert to the Issuer's Class A common stock on a one-to-one basis.
- F4The options vested and became exercisable in three equal annual installments, beginning with the first anniversary from the December 31, 2009 grant date.
- F5The options vested and became exercisable in three equal annual installments, beginning with the first anniversary from the February 25, 2010 grant date.
- F6The options vested and became exercisable in three equal annual installments, beginning with the first anniversary from the February 22, 2013 grant date.