4//SEC Filing
Nester Lyndee Moyes 4
Accession 0001140361-18-025306
CIK 0001492691other
Filed
May 22, 8:00 PM ET
Accepted
May 23, 3:01 PM ET
Size
22.3 KB
Accession
0001140361-18-025306
Insider Transaction Report
Form 4
Nester Lyndee Moyes
Other
Transactions
- Other
Forward Sale Contract (obligation to sell)
2018-05-21−1→ 0 total(indirect: Member)→ Class A Common Stock (8,851,692 underlying) - Other
Forward Sale Contract (obligation to sell)
2018-05-21+1→ 1 total(indirect: Member)→ Class A Common Stock (8,851,692 underlying) - Other
Forward Sale Contract (obligation to sell)
2018-05-21−1→ 0 total(indirect: Member)→ Class A Common Stock (9,864,000 underlying) - Other
Forward Sale Contract (obligation to sell)
2018-05-21+1→ 1 total(indirect: Member)→ Class A Common Stock (9,864,000 underlying)
Footnotes (9)
- [F1]Effective as of May 21, 2018, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.
- [F2]Under the VPFs, M Capital II 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."
- [F3]The 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.
- [F4]The 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.
- [F5]The 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 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component. The amendment amended the Valuation Dates from August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.
- [F6]The Forward Floor Price and Forward Cap Price under this VPF changed from $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.
- [F7]The 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 August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.
- [F8]The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.
- [F9]Shares are held directly by M Capital II. The reporting person is the trustee of a trust that is a member of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these shares except to the extent of her 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.
Documents
Issuer
Knight-Swift Transportation Holdings Inc.
CIK 0001492691
Entity typeother
Related Parties
1- filerCIK 0001589201
Filing Metadata
- Form type
- 4
- Filed
- May 22, 8:00 PM ET
- Accepted
- May 23, 3:01 PM ET
- Size
- 22.3 KB