MOYES JERRY 4

Accession 0001567619-20-017049

CIK 0001492691other

View on SEC.gov Company Profile

Filed

Sep 22, 8:00 PM ET

Accepted

Sep 23, 4:25 PM ET

Size

33.8 KB

Accession

0001567619-20-017049

Insider Transaction Report

Form 4

Period: 2020-09-21

Knight-Swift Transportation Holdings Inc.KNX

MOYES VICKIE

10% Owner

Transactions

Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (3,331,003 underlying)
Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (8,851,692 underlying)
Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (5,044,308 underlying)
Sale
Common Stock
2020-09-21$40.93/sh−1,059,585$43,366,059→ 3,300 total(indirect: Manager and Member)
Other
Common Stock
2020-09-21−18,715,692→ 0 total(indirect: Manager and Member)
Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (2,376,000 underlying)
Other
Common Stock
2020-09-21−10,751,311→ 0 total(indirect: Manager and Member)
Sale
Common Stock
2020-09-21$41.57/sh−3,300$137,181→ 0 total(indirect: Manager and Member)
Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (9,864,000 underlying)

MOYES JERRY & VICKIE FAMILY TRUST

10% Owner

Transactions

Sale
Common Stock
2020-09-21$40.93/sh−1,059,585$43,366,059→ 3,300 total(indirect: Manager and Member)
Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (8,851,692 underlying)
Sale
Common Stock
2020-09-21$41.57/sh−3,300$137,181→ 0 total(indirect: Manager and Member)
Other
Common Stock
2020-09-21−10,751,311→ 0 total(indirect: Manager and Member)
Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (2,376,000 underlying)
Other
Common Stock
2020-09-21−18,715,692→ 0 total(indirect: Manager and Member)
Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (5,044,308 underlying)
Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (3,331,003 underlying)
Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (9,864,000 underlying)

MOYES JERRY

DirectorChief Executive Officer10% Owner

Transactions

Sale
Common Stock
2020-09-21$40.93/sh−1,059,585$43,366,059→ 3,300 total(indirect: Manager and Member)
Other
Common Stock
2020-09-21−18,715,692→ 0 total(indirect: Manager and Member)
Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (9,864,000 underlying)
Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (3,331,003 underlying)
Sale
Common Stock
2020-09-21$41.57/sh−3,300$137,181→ 0 total(indirect: Manager and Member)
Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (8,851,692 underlying)
Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (5,044,308 underlying)
Other
Common Stock
2020-09-21−10,751,311→ 0 total(indirect: Manager and Member)
Other
Forward Sale Contract (obligation to sell)
2020-09-21−1→ 0 total(indirect: Manager and Member)
→ Common Stock (2,376,000 underlying)

Footnotes (10)

[F1]The price in Column 4 is a weighted average price. The prices actually ranged from $40.55 to $41.54, inclusive. The reporting persons will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
[F10]On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs.
[F2]Amount reflects the distribution of 123,736 shares previously held by M Capital Group Investors, LLC, the distribution of 157,704 shares previously held by M Capital Group Investors II, LLC ("M Capital II"), and the contribution of such shares and an additional 22,654 shares previously held directly by Jerry Moyes to Cactus Holding Company II, LLC ("Cactus II"). These transactions represent a change in the reporting persons' form of direct and indirect beneficial ownership and did not change the number of shares in which the reporting persons had a pecuniary interest.
[F3]Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of Cactus II.
[F4]On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs.
[F5]Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The JVMF Trust is the sole manager of M Capital II.
[F6]Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I.
[F7]Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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."
[F8]The actual number of shares required to be delivered under each component of the VPFs depended 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.
[F9]The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component).

Documents

1 file

4
doc1.xmlPrimary
FORM 4

Issuer

Knight-Swift Transportation Holdings Inc.

CIK 0001492691

→

Entity typeother

Related Parties

filerCIK 0000901736

Filing Metadata

Form type: 4
Filed: Sep 22, 8:00 PM ET
Accepted: Sep 23, 4:25 PM ET
Size: 33.8 KB

View on SEC.gov