odey_swift-sch13g.htm

0000929638-14-000054.txt : 20140122 0000929638-14-000054.hdr.sgml : 20140122 20140122133821 ACCESSION NUMBER: 0000929638-14-000054 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140122 DATE AS OF CHANGE: 20140122 GROUP MEMBERS: CRISPEN ODEY GROUP MEMBERS: ODEY ASSET MANAGEMENT LLP GROUP MEMBERS: ODEY HOLDINGS AG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SWIFT TRANSPORTATION Co CENTRAL INDEX KEY: 0001492691 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 205589597 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85833 FILM NUMBER: 14539889 BUSINESS ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 602-269-9700 MAIL ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT TRANSPORTATION CO DATE OF NAME CHANGE: 20101209 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT TRANSPORTATION Co DATE OF NAME CHANGE: 20101129 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT HOLDINGS CORP. DATE OF NAME CHANGE: 20100524 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Odey Asset Management Group Ltd CENTRAL INDEX KEY: 0001512596 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0405 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 12 UPPER GROSVENOR STREET CITY: LONDON, UNITED KINGDOM STATE: X0 ZIP: W1K 2ND BUSINESS PHONE: 44 020 7208 1400 MAIL ADDRESS: STREET 1: 12 UPPER GROSVENOR STREET CITY: LONDON, UNITED KINGDOM STATE: X0 ZIP: W1K 2ND SC 13G 1 odey_swift-sch13g.htm SCHEDULE 13G (JANUARY 2014) odey_swift-sch13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Swift Transportation Company

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

87074U101

(CUSIP Number)

December 31, 2013

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[x] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. Beneficial ownership information contained herein is given as of the date listed above.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	Names of Reporting Persons. Odey Asset Management Group Ltd
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Citizenship or Place of Organization. England

Number of Shares Beneficially Owned by Each Reporting Person With	5 Sole Voting Power 0 shares
	6 Shared Voting Power 7,548,143 shares Refer to Item 4 below.
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 7,548,143 shares Refer to Item 4 below.

9	Aggregate Amount Beneficially Owned by Each Reporting Person 7,548,143 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 8.6% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) CO, HC

1	Names of Reporting Persons. Odey Asset Management LLP
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Citizenship or Place of Organization. England

Number of Shares Beneficially Owned by Each Reporting Person With	5 Sole Voting Power 0 shares
	6 Shared Voting Power 7,548,143 shares Refer to Item 4 below.
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 7,548,143 shares Refer to Item 4 below.

9	Aggregate Amount Beneficially Owned by Each Reporting Person 7,548,143 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 8.6% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) PN, IA

1	Names of Reporting Persons. Odey Holdings AG
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Citizenship or Place of Organization. Switzerland

Number of Shares Beneficially Owned by Each Reporting Person With	5 Sole Voting Power 0 shares
	6 Shared Voting Power 7,548,143 shares Refer to Item 4 below.
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 7,548,143 shares Refer to Item 4 below.

9	Aggregate Amount Beneficially Owned by Each Reporting Person 7,548,143 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 8.6% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) CO, HC

1	Names of Reporting Persons. Robin Crispin William Odey (“Crispin Odey”)
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Citizenship or Place of Organization. England

Number of Shares Beneficially Owned by Each Reporting Person With	5 Sole Voting Power 0 shares
	6 Shared Voting Power 7,548,143 shares Refer to Item 4 below.
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 7,548,143 shares Refer to Item 4 below.

9	Aggregate Amount Beneficially Owned by Each Reporting Person 7,548,143 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 8.6% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) IN, HC

SCHEDULE 13G

Item 1

(a)	Name of Issuer
	Swift Transportation Company
(b)	Address of Issuer’s Principal Executive Offices
	2200 South 75th Avenue, Phoenix, AZ 85043

Item 2

(a)	Name of Person Filing
	Odey Asset Management Group Ltd Odey Asset Management LLP Odey Holdings AG Crispin Odey
(b)	Address of Principal Business Office or, if none, Residence
	Odey Asset Management Group Ltd Odey Asset Management LLP Odey Holdings AG Crispin Odey c/o Odey Asset Management Group Ltd 12 Upper Grosvenor Street London, United Kingdom W1K 2ND
(c)	Citizenship
	Odey Asset Management Group Ltd – England Odey Asset Management LLP – England Odey Holdings AG – Switzerland Crispin Odey – England
(d)	Title of Class of Securities
	Class A Common Stock, par value $0.01 per share
(e)	CUSIP Number
	87074U101

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	[ ]	Insurance Company as defined in Section 3(a)(19) of the Act;
(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e)	[x]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	[x]	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[ ]	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4

Ownership

Shares reported herein for Odey Asset Management LLP (“OAM LLP”) represent shares held for the benefit of investment advisory clients of OAM LLP. Odey Asset Management Group Ltd (“OAM Ltd”) is the managing member of OAM LLP, Odey Holdings AG (“Odey Holdings”) is the sole stockholder of OAM Ltd, and Mr. Odey is the sole stockholder of Odey Holdings. For all purposes other than the filing of this Schedule 13G, each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Item 4(a)	Amount Beneficially Owned
	Odey Asset Management Group Ltd – 7,548,143 shares Odey Asset Management LLP – 7,548,143 shares Odey Holdings AG – 7,548,143 shares Crispin Odey – 7,548,143 shares

Item 4(b)	Percent of Class
	Odey Asset Management Group Ltd – 8.6% Odey Asset Management LLP – 8.6% Odey Holdings AG – 8.6% Crispin Odey – 8.6%

Item 4(c)	Number of shares as to which each such person has voting and dispositive power:
(i)	sole power to vote or to direct the vote
	Odey Asset Management Group Ltd – 0 shares Odey Asset Management LLP – 0 shares Odey Holdings AG – 0 shares Crispin Odey – 0 shares
(ii)	shared power to vote or to direct the vote
	Odey Asset Management Group Ltd – 7,548,143 shares Odey Asset Management LLP – 7,548,143 shares Odey Holdings AG – 7,548,143 shares Crispin Odey – 7,548,143 shares
(iii)	sole power to dispose or to direct the disposition of
	Odey Asset Management Group Ltd – 0 shares Odey Asset Management LLP – 0 shares Odey Holdings AG – 0 shares Crispin Odey – 0 shares
(iv)	shared power to dispose or to direct the disposition of
	Odey Asset Management Group Ltd – 7,548,143 shares Odey Asset Management LLP – 7,548,143 shares Odey Holdings AG – 7,548,143 shares Crispin Odey – 7,548,143 shares

Item 5	Ownership of Five Percent or Less of a Class
	Not applicable.
Item 6	Ownership of More than Five Percent on Behalf of Another Person
	Dividends received from, and proceeds from the sale of, the shares reported herein, if any, are allocated by Odey Asset Management LLP to the applicable accounts of its clients and are distributed or retained in accordance with its investment advisory agreements with those clients.
Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
	Not applicable.
Item 8	Identification and Classification of Members of the Group
	Not applicable.
Item 9	Notice of Dissolution of Group
	Not applicable.
Item 10	Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Exhibits	Exhibit
99.1	Joint Filing Agreement by and among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 22, 2014

	ODEY ASSET MANAGEMENT GROUP LTD

	By: /s/ Fergus B. Lee
	Fergus B. Lee, Chief Compliance Officer


	ODEY ASSET MANAGEMENT LLP

	By: /s/ Fergus B. Lee
	Fergus B. Lee, Chief Compliance Officer


	ODEY HOLDINGS AG

	By: /s/ Fergus B. Lee
	Fergus B. Lee, Chief Compliance Officer


	ROBIN CRISPIN WILLIAM ODEY

	/s/ Fergus B. Lee
	Fergus B. Lee, as attorney-in-fact for Robin Crispin William Odey* *The Power of Attorney executed by Mr. Odey authorizing the signatory to sign and file this Schedule 13G on Mr. Odey’s behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 8, 2013 by Mr. Odey and other reporting persons with respect to the common stock of Quanex Building Products Corporation, is incorporated herein by reference.

EX-99.1 2 odey_swift-ex99.htm JOINT FILER AGREEMENT odey_swift-ex99.htm

Exhibit 99.1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of January 22, 2014, is by and among Odey Asset Management Group Ltd, Odey Asset Management LLP, Odey Holdings AG and Robin Crispin William Odey (collectively, the "Filers").

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of Class A Common Stock, par value $0.01 per share, of Swift Transportation Company beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon one week's prior written notice (or such lesser period of notice as the Filers may mutually agree) to the other party.

Executed and delivered as of the date first above written.

	ODEY ASSET MANAGEMENT GROUP LTD

	By: /s/ Fergus B. Lee
	Fergus B. Lee, Chief Compliance Officer


	ODEY ASSET MANAGEMENT LLP

	By: /s/ Fergus B. Lee
	Fergus B. Lee, Chief Compliance Officer


	ODEY HOLDINGS AG

	By: /s/ Fergus B. Lee
	Fergus B. Lee, Chief Compliance Officer


	ROBIN CRISPIN WILLIAM ODEY

	/s/ Fergus B. Lee
	Fergus B. Lee, as attorney-in-fact for Robin Crispin William Odey* *The Power of Attorney executed by Mr. Odey authorizing the signatory to sign and file this Schedule 13G on Mr. Odey’s behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 8, 2013 by Mr. Odey and other reporting persons with respect to the common stock of Quanex Building Products Corporation, is incorporated herein by reference.