SEC Form 4 · accession 0001140361-17-008906

KNIGHT TRANSPORTATION INC · KNX

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

Reporting owner

Kevin P Knight

Officer — Executive Chairman · Director

Period of report

Feb 22, 2017

Accepted (ET)

Feb 23, 2017 · 6:51 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000929452

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Feb 22, 2017	J	34,350	$31.95	D	2,812,797	I	Trust
Common Stock^F1,F2	Feb 23, 2017	J	34,177	$31.60	D	2,778,610	I	Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Forward sale contract (obligation to sell)^F1,F2	—	Feb 22, 2017	J	34,350	D	Feb 22, 2017	Feb 22, 2017	Common Stock	34,350	100,000	I
Forward sale contract (obligation to sell)^F1,F2	—	Feb 23, 2017	J	34,177	D	Feb 23, 2017	Feb 23, 2017	Common Stock	34,177	50,000	I

Explanation of responses

F1On December 12, 2013, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligated the reporting person to deliver to the buyer up to 150,000 (in 50,000 increments) of KNX common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of KNX common stock at that time) on the maturity dates of the contract: 50,000 on February 22, 2017; 50,000 on February 23, 2017; and 50,000 on February 24, 2017 (each a "Maturity Date"). In exchange for assuming this obligation, the reporting person received a cash payment of $1,735,613.33 as of the date of entering into the contract. The reporting person pledged 150,000 shares of KNX common stock (the "Pledged Shares") to secure the obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge.
F2The number of shares of KNX common stock to be delivered to the Buyer on each Maturity Date is determined as follows: (a) if the Settlement Price is less than or equal to $13.00 (the "Floor Price"), the reporting person delivers to the buyer 50,000 shares; (b) if the Settlement Price is greater than the Floor Price but less than or equal to $23.00 (the "Cap Price"), the reporting person delivers to the buyer an amount of shares equal to: the product of 50,000 shares multiplied by the Floor Price, divided by the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person delivers to the buyer the amount of shares equal to: 50,000 shares multiplied by the quotient of the Floor Price plus the Settlement Price minus the Cap Price, and divided by the Settlement Price.