4//SEC Filing
Moyes Michael 4
Accession 0001567619-19-017601
CIK 0001492691other
Filed
Aug 26, 8:00 PM ET
Accepted
Aug 27, 5:14 PM ET
Size
23.0 KB
Accession
0001567619-19-017601
Insider Transaction Report
Form 4
Moyes Michael
10% OwnerOther
Transactions
- Other
Forward Sale Contract (obligation to sell)
2019-08-23+1→ 1 total(indirect: Member)→ Class A Common Stock (8,851,692 underlying) - Other
Forward Sale Contract (obligation to sell)
2019-08-23−1→ 0 total(indirect: Member)→ Class A Common Stock (8,851,692 underlying) - Other
Forward Sale Contract (obligation to sell)
2019-08-23+1→ 1 total(indirect: Member)→ Class A Common Stock (9,864,000 underlying) - Other
Forward Sale Contract (obligation to sell)
2019-08-23−1→ 0 total(indirect: Member)→ Class A Common Stock (9,864,000 underlying)
Footnotes (10)
- [F1]On August 23, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended and entered into certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.
- [F10]The Forward Floor Price and Forward Cap Price under the previous VPF were $39.9687 and $47.9451, respectively. The Forward Floor Price and Forward Cap Price under the new VPF are $42.50 and $52.95, respectively.
- [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 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from August 30, 2019 through September 27, 2019 to March 13, 2020 through April 9, 2020. 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 $40.9682 and $49.1983 to $44.50 and $56.50, respectively.
- [F7]In connection with the VPF transactions, M Capital II entered into a Trigger Price Agreement, pursuant to which M Capital II is obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II prior to entering into the Trigger Price Agreement.
- [F8]Shares are held directly by M Capital II. The reporting person is the trustee of five trusts that constitute certain of the members 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 his 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.
- [F9]The reported transactions involve the termination of an existing and previously reported VPF by M Capital II and the entry into a new VPF by M Capital II. The number of components in the new VPF remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates under the previous VPF were August 30, 2019 through September 27, 2019 and the Valuation Dates under the new VPF are May 26, 2020 through June 22, 2020. The maximum number of shares to be delivered under the new VPF remained unchanged at 9,864,000. M Capital II was entitled to receive $313,966,000 in connection with the new VPF, which was applied in partial satisfaction of the $332,568,000 required to terminate the existing VPF. The remaining $18,602,000 of the required termination payment was funded with a payment made by the counterparty for the benefit of M Capital II under the Trigger Price Agreement.
Documents
Issuer
Knight-Swift Transportation Holdings Inc.
CIK 0001492691
Entity typeother
Related Parties
1- filerCIK 0001507663
Filing Metadata
- Form type
- 4
- Filed
- Aug 26, 8:00 PM ET
- Accepted
- Aug 27, 5:14 PM ET
- Size
- 23.0 KB