0001140361-18-018184.txt : 20180411 0001140361-18-018184.hdr.sgml : 20180411 20180411163939 ACCESSION NUMBER: 0001140361-18-018184 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170908 FILED AS OF DATE: 20180411 DATE AS OF CHANGE: 20180411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlson Todd F. CENTRAL INDEX KEY: 0001420036 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35007 FILM NUMBER: 18750426 MAIL ADDRESS: STREET 1: 5601 WEST BUCKEYE ROAD CITY: PHOENIX STATE: AZ ZIP: 85043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Knight-Swift Transportation Holdings Inc. CENTRAL INDEX KEY: 0001492691 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 205589597 FISCAL YEAR END: 1231 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: 20110512 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 4/A 1 doc1.xml FORM 4/A X0306 4/A 2017-09-08 2017-09-12 0 0001492691 Knight-Swift Transportation Holdings Inc. KNX 0001420036 Carlson Todd F. 20002 NORTH 19TH AVENUE PHOENIX AZ 85027 0 1 0 0 General Counsel and Secretary Class A Common Stock 2017-09-08 4 A 0 13381 A 13381 D Class A Common Stock 2017-09-08 4 A 0 7257 A 7257 I Trust Restricted Stock Performance Units 0 2017-09-08 4 A 0 2845 0 A 2019-01-31 Class A Common Stock 2845 2845 D Restricted Stock Performance Units 0 2017-09-08 4 A 0 3508 0 A 2020-01-31 Class A Common Stock 3508 3508 D Restricted Stock Units 0 2017-09-08 4 A 0 7050 0 A Class A Common Stock 7050 7050 D Restricted Stock Units 0 2017-09-08 4 A 0 1000 0 A Class A Common Stock 1000 1000 D Restricted Stock Units 0 2017-09-08 4 A 0 2800 0 A Class A Common Stock 2800 2800 D Restricted Stock Units 0 2017-09-08 4 A 0 3748 0 A Class A Common Stock 3748 3748 D Employee Stock Option (Right to Buy) 14.79 2017-09-08 4 A 0 9000 0 A 2017-11-25 Class A Common Stock 9000 9000 D Employee Stock Option (Right to Buy) 17.29 2017-09-08 4 A 0 5000 0 A 2018-05-21 Class A Common Stock 5000 5000 D This row is amended to clarify the number of shares owned directly by the reporting person after the transaction. This row is amended to clarify the number of shares owned indirectly by the reporting person after the transaction. Acquired pursuant to an Agreement and Plan of Merger dated April 9, 2017, among the issuer, Bishop Merger Sub, Inc. and Knight Transportation, Inc. (the "Merger Agreement"), providing that issuer would issue to each shareholder of Knight Transportation, Inc. the number of issuer's shares equal to the number of shares of Knight Transportation, Inc. held by the shareholder. Each acquired share's market value is $40.85. This row is being added to show derivative securities acquired pursuant to the Merger Agreement, providing that issuer would assume each restricted stock award of Knight Transportation, Inc. Common Stock subject to vesting and automatically convert such awards into restricted stock awards of issuer's Class A Common Stock equal to the number of shares of Knight Transportation, Inc. Common Stock. This row is being added to show derivative securities acquired pursuant to the Merger Agreement, providing that issuer would assume each vested and unvested stock option of Knight Transportation, Inc. Common Stock and automatically convert such options into stock options to acquire issuer's Class A Common Stock equal to the number of shares of Knight Transportation, Inc. Common Stock subject to the option. The number of underlying securities is subject to adjustment based on the level of achievement for specified performance targets measured over a performance period ending on December 31, 2017. The shares underlying this award vested as of September 8, 2017. The restricted stock units 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. This restricted stock unit grant vests on January 31, 2018. This restricted stock unit grant vests in two equal annual installments beginning on January 31, 2018. This restricted stock unit grant vests in five equal annual installments beginning on May 31, 2018. This option vested in three equal annual installments beginning on November 26, 2010. This option vested in five equal annual installments beginning on May 22, 2011. /s/ Jessica Benford, Attorney-in-Fact 2018-04-11