SEC Form 4 · accession 0001506972-16-000010
Knight-Swift Transportation Holdings Inc. · KNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth C Runnels
Officer — Executive VP Fleet Operations
Period of report
Nov 9, 2016
Accepted (ET)
Nov 10, 2016 · 12:29 pm EST
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 | Nov 9, 2016 | M | 120,000 | $11.00 | A | 131,892 | D | |
| Class A Common StockF1 | Nov 9, 2016 | S | 120,000 | $24.38 | D | 11,892 | D | |
| Class A Common Stock | Nov 9, 2016 | M | 24,000 | $8.80 | A | 35,892 | D | |
| Class A Common StockF1 | Nov 9, 2016 | S | 24,000 | $24.38 | D | 11,892 | D | |
| Class A Common Stock | Nov 9, 2016 | M | 11,726 | $13.36 | A | 23,618 | D | |
| Class A Common StockF1 | Nov 9, 2016 | S | 11,726 | $24.38 | D | 11,892 | 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)F2,F3,F4 | $11.00 | Nov 9, 2016 | M | 120,000 | D | — | Aug 27, 2018 | Class A Common Stock | 120,000 | 0 | D |
| Employee Stock Option (Right-to-buy)F2,F3,F5 | $8.80 | Nov 9, 2016 | M | 24,000 | D | — | Feb 28, 2020 | Class A Common Stock | 24,000 | 0 | D |
| Employee Stock Option (Right-to-buy)F6,F7 | $13.36 | Nov 9, 2016 | M | 11,726 | D | — | Feb 22, 2016 | Class A Common Stock | 11,726 | 0 | D |
Explanation of responses
- F1The price of $24.38 reported in Column 4 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $23.84 to $25.03. 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.
- F2Options 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.
- F3In 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.
- F4The options vested and became exercisable in three equal annual installments, beginning with the third anniversary from the August 27, 2008 grant date.
- F5The options vested and became exercisable in three equal annual installments, beginning with the third anniversary from the February 28, 2010 grant date.
- F6Options 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.
- F7The options vested and became exercisable in three equal annual installments, beginning with the first anniversary from the February 22, 2013 grant date.