SEC Form 4 · accession 0001567619-19-004627

Knight-Swift Transportation Holdings Inc. · KNX

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The reported transaction involves the reacquisition of shares under an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement"). As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus Holding Company II, LLC ("Cactus II"), received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price was later increased to $125,000,000. Cactus II had a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.
• F10The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.
• F11The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.
• F12The reported transaction is the entry into a new VPF by Cactus I. The number of components is three. The Number of Shares underlying each component is 1,110,334, 1,110,334, and 1,110,335, respectively. The Valuation Dates range from August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF is 3,331,003. The Forward Floor Price and Forward Cap Price under this VPF are determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").
• F13The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $29.00 and the Forward Cap Price will be $34.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $35.00 and the Forward Cap Price will be $41.50. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.
• F14The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.
• F15The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.
• F16The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.
• F17The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.
• F18The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.
• F19The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.
• F2On February 13, 2019, Cactus II irrevocably agreed to terminate the Repurchase Agreement and reacquire the shares subject to the Repurchase Agreement upon paying the previously unpaid repurchase price balance, plus interest until the shares are delivered. Upon delivery, Cactus II agreed to simultaneously distribute the shares to its sole member, Cactus Holding Company III, LLC ("Cactus III") and Cactus III agreed to simultaneously contribute such shares to its wholly owned subsidiary, Cactus Holding Company, LLC ("Cactus I").
• F20In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices.
• F21The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.
• F3Amount reflects a distribution of 3,331,003 shares from Cactus II to Cactus III and a contribution of such shares from Cactus III to Cactus I.
• F4Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of Cactus II.
• F5Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III.
• F6Shares are held by M Capital Group Investors, LLC ("M Capital I"), an entity for which Cactus I is one of the members. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.
• F7Shares are held directly by M Capital Group Investors II, LLC ("M Capital II"). The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The JVMF Trust is the sole manager of M Capital II.
• F8On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.
• F9Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."