SEC Form 4 · accession 0001506839-17-000012

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 26, 2017

Accepted (ET)

May 31, 2017 · 8:03 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
Class A Common Stock	May 26, 2017	M	16,501	$11.00	A	45,748	D
Class A Common Stock^F1	May 26, 2017	S	16,501	$24.13	D	29,247	D
Class A Common Stock, Restricted Stock Unit^F2	May 26, 2017	A	4,200	$23.81	A	33,447	D
Class A Common Stock	May 30, 2017	M	41,499	$11.00	A	74,946	D
Class A Common Stock^F3	May 30, 2017	S	41,499	$24.17	D	33,447	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 26, 2017	M	16,501	D	—	Aug 27, 2018	Class A Common Stock	16,501	41,499	D
Employee Stock Option (Right-to-buy)^F4,F5,F6	$11.00	May 30, 2017	M	41,499	D	—	Aug 27, 2018	Class A Common Stock	41,499	0	D

Explanation of responses

F1The price of $21.43 reported in Column 4 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $24.00 to $24.40. 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 ("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.
F3The price of $24.17 reported in Column 4 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $24.00 to $24.27. 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.