1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jerry Moyes
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
AF, BK, PF, OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
28,215,148(1)
|
||
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
28,215,148(1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
23.4%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
(1)
|
Includes shares of Class A Common Stock (“Class A Common Stock” or “common stock”) of Knight-Swift Transportation Holdings Inc. held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power and shares held by Mr. and Mrs. Moyes through their ownership of various entities and a trust for their benefit and over which they share voting and dispositive power.
|
|
(2)
|
Includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II, an affiliate of Mr. and Mrs. Moyes, that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price upon maturity of the agreement. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased. Includes 130,856 shares of common stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised. Also includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
|
(3)
|
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Vickie Moyes
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
AF, BK, PF, OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
28,215,148(1)
|
||
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
28,215,148(1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
23.4%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
(1)
|
Includes shares of common stock held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power and shares held by Mr. and Mrs. Moyes through their ownership of various entities and a trust for their benefit and over which they share voting and dispositive power.
|
|
(2)
|
Includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II, an affiliate of Mr. and Mrs. Moyes, that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price upon maturity of the agreement. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased. Includes 130,856 shares of common stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised. Also includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
(3)
|
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jerry and Vickie Moyes Family Trust Dated 12/11/87
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
AF, BK, PF, OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Arizona
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
28,192,494(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
28,192,494(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
23.4%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes shares of common stock held by various entities over which the Moyes Trust has voting and dispositive power as manager.
|
|
(2)
|
Includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased. Includes 130,856 shares of common stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised. Also includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
(3)
|
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cactus Holding Company II, LLC (27-4510310)
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Alaska
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
1,898,791(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
1,898,791(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
23.4%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
|
(2)
|
Includes 3,331,003 shares of common stock beneficially owned by the Reporting Person that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of the Reporting Person to repurchase the securities at the same price. The Reporting Person may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, the Reporting Person will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased. Also includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, Cactus Holding I, M Capital I, M Capital II, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
|
(3)
|
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
M Capital Group Investors, LLC (45-2614711)
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
7,055,874(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
7,055,874(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
23.4%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
(2)
|
Includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital II, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty and are subject to repurchase pursuant to a Securities Sale and Repurchase Agreement.
|
|
|
(3)
|
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cactus Holding Company, LLC (27-4438129)
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Alaska
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
7,420,308(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
7,420,308(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
23.4%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
(2)
|
Includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, Cactus Holding II, M Capital I, M Capital II, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty and are subject to repurchase pursuant to a Securities Sale and Repurchase Agreement.
|
|
|
(3)
|
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
M Capital Group Investors II, LLC (46-3644539)
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
18,873,395(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
18,873,395(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
23.4%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
|
(2)
|
Includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty and are subject to repurchase pursuant to a Securities Sale and Repurchase Agreement.
|
|
(3)
|
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael Moyes
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
360,000(1)
|
|
8.
|
Shared Voting Power
8,780,874(2)
|
||
|
9.
|
Sole Dispositive Power
360,000(1)
|
|
10.
|
Shared Dispositive Power
8,780,874(2)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(3)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
23.4%(4)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
Includes shares of common stock owned by various trusts for the benefit of the children of Jerry and Vickie Moyes and over which the Reporting Person serves as the trustee and has sole voting and dispositive power.
|
||
(2)
|
Shares held by M Six Investors and M Capital I over which the Reporting Person shares voting and dispositive power with Lyndee Moyes Nester.
|
||
|
(3)
|
Includes shares of common stock held by Lyndee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, and M Capital II which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty and are subject to repurchase pursuant to a Securities Sale and Repurchase Agreement.
|
|
(4) |
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Lyndee Moyes Nester
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
72,000(1)
|
|
8.
|
Shared Voting Power
8,780,874(2)
|
||
|
9.
|
Sole Dispositive Power
72,000(1)
|
|
10.
|
Shared Dispositive Power
8,780,874(2)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(3)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
23.4%(4)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
Includes shares of common stock held by a trust for the benefit of Michael Moyes and over which the Reporting Person serves as the trustee and has sole voting and dispositive power. | |||
(2)
|
Shares held by M Six Investors and M Capital I over which the Reporting Person shares voting and dispositive power with Michael Moyes.
|
|||
|
(3)
|
Includes shares of common stock held by Michael Moyes, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, and M Capital II which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty and are subject to repurchase pursuant to a Securities Sale and Repurchase Agreement.
|
||
(4) |
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
|
|||
|
|
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
M Six Investors, LLC (82-4484213)
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Alaska
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
1,725,000(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
1,725,000(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
23.4%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
(2)
|
Includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, and M Capital II which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty and are subject to repurchase pursuant to a Securities Sale and Repurchase Agreement.
|
|
|
(3)
|
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
|
|
Jerry Moyes, Vickie Moyes, the Jerry and Vickie Moyes Family Trust Dated 12/11/87, and Michael Moyes previously filed on Schedule 13G pursuant to the provisions of Rule 13d-1(d).
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
1.
|
Includes 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
|
2.
|
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
|
3.
|
Includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the maturity of the agreement. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased. Includes 130,856 shares of common stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised. Also includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
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4.
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Includes (i) shares held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power, and (ii) shares held indirectly through entities controlled by the Moyes Trust (including Cactus Holding I, Cactus Holding II, and M Capital II) and over which Mr. and Mrs. Moyes, as co-trustees of the Moyes Trust, share voting and dispositive power. For further details, please refer to the beneficial ownership tables at the beginning of this Amendment.
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5.
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Includes shares beneficially owned by Jerry Moyes, Vickie Moyes, and Lyndee Moyes Nester over which the Reporting Person does not have voting or dispositive power but which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
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6. | Includes shares beneficially owned by Jerry, Vickie, and Michael Moyes over which the Reporting Person does not have voting or dispositive power but which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. |
Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Joint Filing Agreement, dated May 25, 2018, by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 of Schedule 13D/A filed with the Securities and Exchange Commission on May 25, 2018
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Power of Attorney of M Capital Group Investors II, LLC, incorporated by reference to Exhibit 2 of Schedule 13D/A filed with the Securities and Exchange Commission on October 8, 2013
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Power of Attorney of Lyndee Moyes Nester, incorporated by reference to Exhibit 3 of Schedule 13D/A filed with the Securities and Exchange Commission on October 8, 2013
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Power of Attorney of Cactus Holding Company, LLC, incorporated by reference to Exhibit 2 of Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011
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Power of Attorney of Cactus Holding Company II, LLC, incorporated by reference to Exhibit 3 of Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011
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Power of Attorney of M Capital Group Investors, LLC
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Power of Attorney of Jerry Moyes, Vickie Moyes, and the Jerry and Vickie Moyes Family Trust, incorporated by reference to Exhibit 2 of Schedule 13G filed with the Securities and Exchange Commission on December 23, 2010
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Power of Attorney of Michael Moyes, incorporated by reference to Exhibit 3 of Schedule 13G filed with the Securities and Exchange Commission on December 23, 2010
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Power of Attorney of M Six Investors, LLC
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Sixth Amendment to Repurchase Agreement between Cactus Holding Company II, LLC and Citigroup Global Markets Limited, represented by Citigroup Global Markets Inc. as its agent, dated December 21, 2018
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Securities Purchase Agreement between Cactus Holding Company II, LLC and Knight-Swift Transportation Holdings Inc., dated December 27, 2018
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JERRY MOYES, individually
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/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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VICKIE MOYES, individually
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/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Jerry Moyes, as co-trustee
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/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Vickie Moyes, as co-trustee
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/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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CACTUS HOLDING COMPANY II, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager
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/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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M CAPITAL GROUP INVESTORS, LLC, by Michael Moyes, its co-Manager
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/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney filed herewith
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M CAPITAL GROUP INVESTORS, LLC, by LynDee Moyes Nester, its co-Manager
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/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney filed herewith
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CACTUS HOLDING COMPANY, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager
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/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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M CAPITAL GROUP INVESTORS II, LLC, by Jerry Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager
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/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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M SIX INVESTORS, LLC, by Michael Moyes, its co-Manager
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/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney filed herewith
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M SIX INVESTORS, LLC, by LynDee Moyes Nester, its co-Manager
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/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney filed herewith
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MICHAEL MOYES, individually
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/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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LYNDEE MOYES NESTER, individually
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/s/ Lyndee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney filed herewith
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M CAPITAL GROUP INVESTORS, LLC
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/s/ Michael Moyes
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Michael Moyes, co-Manager
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/s/ LynDee Moyes Nester
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LynDee Moyes Nester, co-Manager
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M SIX INVESTORS, LLC
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/s/ Michael Moyes
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Michael Moyes, co-Manager
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/s/ LynDee Moyes Nester
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LynDee Moyes Nester, co-Manager
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1.
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Cactus II and CGML, represented by CGMI as its agent, have entered into a Securities Sale and Repurchase Agreement, dated as of May 30, 2014, as amended by the Amended & Restated Swift Transportation Company Prepaid Variable Share Forward Commitment Letter, Waiver and Amendment Agreement, dated as of October 7, 2015, between Cactus II, CGML, represented by CGMI as agent, Jerry C. Moyes, Cactus Holding Company, LLC, M Capital Group Investors II, LLC and Citibank, N.A., as amended by the Amendment to Repurchase Agreement, dated as of May 18, 2016, between Cactus II and CGML, represented by CGMI as agent, as amended by the Second Amendment to Repurchase Agreement, dated as of July 27, 2016, between Cactus II and CGML, represented by CGMI as agent, as amended by the Third Amendment to Repurchase Agreement, dated as of November 18, 2016, between Cactus II and CGML, represented by CGMI as agent, as amended by the Fourth Amendment to Repurchase Agreement, dated as of November 16, 2017, between Cactus II and CGML, represented by CGMI as agent, and as amended by the Fifth Amendment to Repurchase Agreement, dated as of May 21, 2018, between Cactus II and CGML, represented by CGMI as agent (as amended, the “Repurchase Agreement”); and
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2.
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Cactus II and CGML have agreed to partially terminate the Repurchase Agreement and in connection therewith to amend certain provisions of the Repurchase Agreement, upon the following terms and conditions.
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1.
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Amendments to Repurchase Agreement. CGMI, as agent for CGML, and Cactus II hereby agree to amend the Repurchase Agreement as follows:
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2.
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Terms of Partial Termination. The terms of the partial termination of the Repurchase Agreement are as follows:
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Terminated Amount: |
An amount in USD equal to the Termination Price multiplied by the Terminated Shares.
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Terminated Shares: |
A number of shares of Common Stock up to 1,750,000 shares of Common Stock, as determined by CGML. Promptly following 4:00 p.m. New York City time on the Termination Calculation Date, CGML shall notify Cactus II of the Terminated Shares and the Terminated Amount.
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Termination Calculation Date: |
December 21, 2018.
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Termination Price: |
The VWAP Price minus USD 0.03 per share of Common Stock.
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VWAP Price: |
The volume-weighted average price per share of Common Stock on the Termination Calculation Date, as determined by CGML by reference to the Bloomberg Page “KNX US <equity> AQR <Go>” (or any successor page thereto), it being understood that CGML shall exclude trades prior to 10:00 a.m. New York City time and after 3:58 p.m. New York City time; provided that, if such price is not so reported for any reason or is, in CGML’s reasonable discretion, erroneous, the VWAP Price shall be determined by CGML in good faith and a commercially reasonable manner.
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3.
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Representations. Cactus II represents to CGML that:
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4.
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Valuation Event Notice. The Valuation Event notice sent by or on behalf of CGML to Cactus II on December 19, 2018, which requires Cactus II to transfer to CGML Valuation Event Assets in an amount necessary for the Repurchase Price not to exceed 55% of the aggregate Fair Market Value of the Assets, by 5:00 p.m. New York City time on December 21, 2018, shall be rescinded if and only if, after giving effect to the partial termination and amendments of the Repurchase Agreement contemplated by this Amendment, the Repurchase Price does not exceed 55% of the aggregate Fair Market Value, as of the close of trading of the regular trading session of the New York Stock Exchange on December 21, 2018, of the Assets.
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5.
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Continuing Effect. Except as expressly amended by this Amendment, the Repurchase Agreement and the other Transaction Documents remain in full force and effect in accordance with their terms, and are hereby in all respects ratified and confirmed. All references to the Repurchase Agreement in the Repurchase Agreement or any document related thereto shall for all purposes constitute references to the Repurchase Agreement as amended hereby.
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6.
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Incorporation by Reference. Sections 4.3, 11, 12, 13, 17, 18, 19, 21 and 22 of the Repurchase Agreement shall apply to this Amendment mutatis mutandis.
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CACTUS HOLDING COMPANY II, LLC
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By: Jerry and Vickie Moyes Family Trust, its Manager
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By: /s/ Jerry C. Moyes
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Name: Jerry C. Moyes
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Title: Co-Trustee of the Manager
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By: /s/ Vickie Moyes
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Name: Vickie Moyes
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Title: Co-Trustee of the Manager
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CITIGROUP GLOBAL MARKETS INC., as agent for CITIGROUP GLOBAL MARKETS LIMITED
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By: /s/ James Heathcote
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Authorized Signatory |
DTC Participant Name: Merrill Lynch Pierce Fenner and Smith
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DTC Participant #: 5198
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Account #: XXX-XXXXX
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Account Name: Knight-Swift Transportation Holdings Inc.
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SELLER:
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CACTUS HOLDING COMPANY II, LLC
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By: Jerry And Vickie Moyes Family Trust, its Manager
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|||
By:
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/s/ Jerry C. Moyes | ||
Name: Jerry C. Moyes
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Title: Co-Trustee of the Manager
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BUYER:
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
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By:
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/s/ Gary Knight | ||
Name:
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Gary Knight | ||
Title:
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Vice Chairman |
Bank/Institution Name: First Western Bank
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ABA Routing Number: XXXXXXXXX
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Account Number: XXXXXX
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Account Name: Loan Support
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Reference: Cactus Holding Company II Loan Number 43013797-00001
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Bank/Institution Name: MidFirst Bank
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ABA Routing Number: XXXXXXXXX
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Account Number: XXXXXXX-XXX
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Account Name: Cactus Holding Company II, LLC
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Reference: Cactus Holding Company II Loan Number 5835-00100
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Bank/Institution Name: Sunflower Bank
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ABA Routing Number: XXXXXXXXX
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Account Number: XXXXXXXXXX
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Account Name: Cactus Holding Company II, LLC
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Reference: Cactus Holding Company II Loan Number X5078
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Bank/Institution Name: Arizona Business Bank
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ABA Routing Number: XXXXXXXXX
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Account Number: XXXXXXX
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Account Name: Cactus Holding Company II, LLC
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Reference: Share Purchase
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