SEC Form 4/A · accession 0001140361-18-018183
KNIGHT TRANSPORTATION INC · KNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Todd F. Carlson
Officer — General Counsel and Secretary
Period of report
Sep 8, 2017
Accepted (ET)
Apr 11, 2018 · 4:30 pm EDT
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 StockF1,F2 | Sep 8, 2017 | D | 7,257 | — | D | 0 | I | Trust |
| Common StockF1,F2 | Sep 8, 2017 | D | 13,381 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Performance UnitsF3,F4 | — | Sep 8, 2017 | D | 2,845 | D | — | Jan 31, 2019 | Common Stock | 2,845 | 0 | D |
| Restricted Stock Performance UnitsF3,F4 | — | Sep 8, 2017 | D | 3,508 | D | — | Jan 31, 2020 | Common Stock | 3,508 | 0 | D |
| Restricted Stock UnitsF3,F5 | $0.00 | Sep 8, 2017 | D | 7,050 | D | — | — | Common Stock | 7,050 | 0 | D |
| Restricted Stock UnitsF3,F6 | $0.00 | Sep 8, 2017 | D | 1,000 | D | — | — | Common Stock | 1,000 | 0 | D |
| Restricted Stock UnitsF3,F7 | $0.00 | Sep 8, 2017 | D | 2,800 | D | — | — | Common Stock | 2,800 | 0 | D |
| Restricted Stock UnitsF3,F8 | $0.00 | Sep 8, 2017 | D | 3,748 | D | — | — | Common Stock | 3,748 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F9 | $14.79 | Sep 8, 2017 | D | 9,000 | D | — | Nov 25, 2017 | Common Stock | 9,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F10 | $17.29 | Sep 8, 2017 | D | 5,000 | D | — | May 21, 2018 | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1This row is being amended to clarify the direct and indirect ownership of the shares disposed of in the transaction reported in the original Form 4.
- F10This option vested in five equal annual installments beginning on May 22, 2011.
- F2Disposed of pursuant to Agreement and Plan of Merger, dated April 9, 2017, by and among Swift Transportation Company, Bishop Merger Sub, Inc., and the issuer (the "Merger Agreement"), providing that all shares of issuer shall be exchanged for an equal number of shares of Knight-Swift Transportation Holdings Inc., such exchanged shares having a market value of $40.85 per share on the effective date of the merger.
- F3This row is added to show disposition of derivative securities pursuant to the Merger Agreement. The derivate securities were assumed and replaced by Swift Transportation Company (renamed Knight-Swift Transportation Holdings Inc.).
- F4The number of underlying securities is subject to adjustment based on the level of achievement for specified performance targets measured over a performance period ending on December 31, 2017. The shares underlying this award vested as of September 8, 2017.
- F5The remaining restricted stock units for this grant were scheduled to vest as follows: approximately 17% on January 31, 2018, approximately 17% on January 31, 2019, approximately 15% on January 31, 2020, and approximately 17% on each of January 31, 2021, 2022, and 2023.
- F6The remaining restricted stock units for this grant were scheduled to vest on January 31, 2018.
- F7The remaining restricted stock units for this grant were scheduled to vest in two equal annual installments beginning on January 31, 2018.
- F8This restricted stock unit grant was scheduled to vest in five equal annual installments beginning on May 31, 2018.
- F9This option vested in three equal annual installments beginning on November 26, 2010.