SEC Form 4 · accession 0001561051-17-000013
Knight-Swift Transportation Holdings Inc. · KNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven Richard Van Kirk
Officer — Executive VP Intermodal
Period of report
Sep 8, 2017
Accepted (ET)
Sep 12, 2017 · 9:28 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 UnitF2 | Sep 8, 2017 | F | 634 | $40.85 | D | 11,584 | D | |
| Class A Common Stock, Restricted Stock Unit | Sep 8, 2017 | A | 1,879 | $40.85 | A | 13,463 | D | |
| Class A Common Stock, Restricted Stock Unit | Sep 8, 2017 | A | 2,038 | $40.85 | A | 15,501 | D | |
| Class A Common Stock, Restricted Stock Unit | Sep 8, 2017 | F | 1,213 | $40.85 | D | 14,288 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of Restricted Stock Units previously granted.
- F2In connection with the Issuer's merger with Knight Transportation, a 0.72 reverse stock split was effected on September 8, 2017.
- F3Represents performance shares awarded, pursuant to the issuer's 2014 Omnibus Incentive Plan. The performance share awards were granted on May 20, 2015 and had a three-year performance period ending on December 31, 2017, but the granting of these performance units was accelerated due to the closing of the Merger (as defined below). On September 8, 2017, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of April 9, 2017, by and among the issuer, Bishop Merger Sub, Inc., a direct wholly owned subsidiary of the issuer ("Merger Sub"), and Knight Transportation, Inc. ("Knight"), Merger Sub merged with and into Knight, with Knight continuing as the surviving corporation and as a direct wholly owned subsidiary of the issuer (the "Merger").
- F4Represents performance shares awarded, pursuant to the issuer's 2014 Omnibus Incentive Plan (amended and restated as of December 15, 2010). The performance share awards were granted on May 24, 2016 and had a three-year performance period ending on December 31, 2018, but the granting of these performance units was accelerated due to the closing of the Merger.
- F5Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of performance shares.