SEC Form 4 · accession 0001567619-18-008743

Knight-Swift Transportation Holdings Inc. · KNX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

10% Owner · Other

10% Owner

10% Owner

Period of report

Dec 21, 2018

Accepted (ET)

Dec 27, 2018 · 5:02 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001492691

Table I — non-derivative securities

No Table I lines on this filing.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Right to Purchase^F1,F2	—	Dec 21, 2018	J	1	D	May 21, 2018	Feb 15, 2019	Class A Common Stock	1,537,205	0	I
Right to Purchase^F2,F1	—	holding	—	—	—	May 21, 2018	Feb 15, 2019	Class A Common Stock	3,331,003	1	I

F1The reported transaction involves a partial termination of an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus Holding Company II, LLC ("Cactus II"). Under the Repurchase Agreement, Cactus II had the right to repurchase 4,868,208 shares of the issuer's common stock at any time prior to the expiration date and a fully recourse obligation to repurchase such shares on the expiration date. As previously reported, Cactus II initially received an aggregate of $84,483,693 and the maximum amount available for advance was subsequently increased to $125,000,000. The repurchase price is equal to the outstanding balance of the amount advanced plus accrued interest. In the reported transaction, the number of shares underlying the Repurchase Agreement was reduced by 1,537,205 and the repurchase price was reduced by $37,612,793. 3,331,003 shares remain subject to the Repurchase Agreement.
F2Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC, of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust is the sole manager of Cactus II.