SEC Form 4 · accession 0001506839-17-000010
Knight-Swift Transportation Holdings Inc. · KNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Virginia Henkels
Officer — Chief Financial Officer
Period of report
May 24, 2017
Accepted (ET)
May 26, 2017 · 5:18 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 | May 24, 2017 | F | 1,258 | $23.99 | D | 29,247 | D | |
| Class A Common Stock | May 25, 2017 | M | 20,000 | $11.00 | A | 49,247 | D | |
| Class A Common StockF2 | May 25, 2017 | S | 20,000 | $24.14 | D | 29,247 | D | |
| Class A Common Stock | May 25, 2017 | M | 24,000 | $8.80 | A | 53,247 | D | |
| Class A Common StockF3 | May 25, 2017 | S | 24,000 | $23.94 | D | 29,247 | 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,F5,F6 | $11.00 | May 25, 2017 | M | 20,000 | D | — | Aug 27, 2018 | Class A Common Stock | 20,000 | 58,000 | D |
| Employee Stock Option (Right-to-buy)F4,F5,F7 | $8.80 | May 25, 2017 | M | 24,000 | D | — | Feb 28, 2020 | Class A Common Stock | 24,000 | 0 | D |
Explanation of responses
- F1Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of Restricted Stock Units previously granted under the Company's 2014 Omnibus Incentive Plan.
- F2The price of $24.14 reported in Column 4 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $24.06 to $24.14. 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.
- F3The price of $23.94 reported in Column 4 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $23.67 to $24.17. 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.
- F4Options 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.
- F5In 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.
- F6The options vested and became exercisable in three equal annual installments, beginning with the third anniversary from the August 27, 2008 grant date.
- F7The options vested and became exercisable in three equal annual installments, beginning with the third anniversary from the February 28, 2010 grant date.