SEC Form 4 · accession 0001604940-16-000005
Knight-Swift Transportation Holdings Inc. · KNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Nov 30, 2016
Accepted (ET)
Dec 1, 2016 · 10:05 am 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 StockF1 | Nov 30, 2016 | M | 32,000 | $11.00 | A | 37,134 | D | |
| Class A Common StockF1,F2 | Nov 30, 2016 | S | 19,508 | $25.02 | D | 17,626 | 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)F3,F4 | $11.00 | Nov 30, 2016 | M | 32,000 | D | — | Oct 16, 2017 | Class A Common Stock | 32,000 | 0 | D |
Explanation of responses
- F1Reflects an exercise of 32,000 options and related sale of 19,508 shares to cover option cost and taxes, with the residual 12,492 shares held long in the reporting person's brokerage account.
- F2The price of $25.02 reported in column 4 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $25.00 to $25.15. 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.
- F3Options 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.
- F4The options vested and became exercisable in three equal annual installments, beginning with the third anniversary from the October 16, 2007 grant date.