SEC Form 4/A · accession 0001140361-18-018239
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
Gary J Knight
Officer — Vice Chairman · Director
Period of report
Sep 8, 2017
Accepted (ET)
Apr 11, 2018 · 5:57 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,F3 | Sep 8, 2017 | D | 338,451 | — | D | 0 | D | |
| Common StockF2,F3 | Sep 8, 2017 | D | 4,506,019 | — | D | 0 | I | Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | $0.00 | Sep 8, 2017 | D | 14,100 | D | — | — | Common Stock | 14,100 | 0 | D |
| Restricted Stock UnitsF4,F6 | $0.00 | Sep 8, 2017 | D | 2,999 | D | — | — | Common Stock | 2,999 | 0 | D |
| Employee Stock Option (Right to Buy)F4,F7 | $17.29 | Sep 8, 2017 | D | 15,000 | D | — | May 21, 2018 | Common Stock | 15,000 | 0 | D |
Explanation of responses
- F1This row is being amended to clarify the number of shares owned directly by the reporting person after the transaction.
- F2This row is being amended to clarify the number of shares owned indirectly by the reporting person after the transaction.
- F3Disposed of pursuant to an Agreement and Plan of Merger dated April 9, 2017, among the issuer, Bishop Merger Sub, Inc., and Swift Transportation Company (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.
- F4This row is being added to show disposition of derivative securities pursuant to the Merger Agreement. The derivative securities were assumed and replaced by Swift Transportation Company (renamed Knight-Swift Transportation Holdings Inc.).
- 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.
- F6This restricted stock unit grant was scheduled to vest in five equal annual installments beginning on May 31, 2018.
- F7This option vested 20% on December 31, 2008 and 5% on each calendar quarter thereafter.