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
31,546,151(1)
|
||
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
31,546,151(1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,759,025(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)
23.9%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
(1)
|
Includes shares of Common Stock (“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 shares of common stock held by Michael Moyes, LynDee Moyes Nester, M Six Investors, M Capital I, and M Dynasty 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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q,
as filed with the Securities and Exchange Commission on November 6, 2019.
|
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
31,546,151(1)
|
||
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
31,546,151(1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,759,025(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)
23.9%(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 shares of common stock held by Michael Moyes, LynDee Moyes Nester, M Six Investors, M Capital I, and M Dynasty 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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q,
as filed with the Securities and Exchange Commission on November 6, 2019.
|
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
31,523,497(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
31,523,497(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,759,025(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)
23.9%(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 shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, M Six Investors, M Capital I, and M Dynasty 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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q,
as filed with the Securities and Exchange Commission on November 6, 2019.
|
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
40,759,025(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)
23.9%(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, M Capital I, M Capital II, M Six Investors, and M Dynasty 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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q,
as filed with the Securities and Exchange Commission on November 6, 2019.
|
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
3,721,950(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
3,721,950 (1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,759,025(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)
23.9%(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, M Six Investors, and M Dynasty
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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q,
as filed with the Securities and Exchange Commission on November 6, 2019.
|
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
10,751,311(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
10,751,311(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,759,025(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)
23.9%(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, M Six Investors, and M Dynasty
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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q,
as filed with the Securities and Exchange Commission on November 6, 2019.
|
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
40,759,025(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)
23.9%(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, M Six Investors, and M Dynasty
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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q,
as filed with the Securities and Exchange Commission on November 6, 2019.
|
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
216,000(1)
|
|
8.
|
Shared Voting Power
6,196,950(2)
|
||
|
9.
|
Sole Dispositive Power
216,000(1)
|
|
10.
|
Shared Dispositive Power
6,196,950(2)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,759,025(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)
23.9%(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 II, and M Dynasty which the Reporting Person may
be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
||
|
(4)
|
The percentage indicated is based upon 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q,
as filed with the Securities and Exchange Commission on November 6, 2019.
|
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
2,799,924(1)
|
|
8.
|
Shared Voting Power
6,196,950(2)
|
||
|
9.
|
Sole Dispositive Power
2,799,924(1)
|
|
10.
|
Shared Dispositive Power
6,196,950(2)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,759,025(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)
23.9%(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. Also includes shares held by M Dynasty, over which the Reporting Person has sole voting and dispositive power as manager of M Dynasty.
|
|
(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 II, and M Dynasty which the Reporting Person may be
deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
|
|
(4)
|
The percentage indicated is based upon 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q,
as filed with the Securities and Exchange Commission on November 6, 2019.
|
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
2,475,000(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
2,475,000(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,759,025(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)
23.9%(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, M Capital II, and M Dynasty
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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q,
as filed with the Securities and Exchange Commission on November 6, 2019.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
M Dynasty Capital, LLC (83-3632774)
|
||
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
2,583,924(1)
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
2,583,924(1)
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,759,025(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)
23.9%(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, 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 170,645,523 shares of common stock outstanding as of October 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q,
as filed with the Securities and Exchange Commission on November 6, 2019.
|
|
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 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
Joint Filing Agreement, dated August 28, 2019, 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 August 29, 2019
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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, incorporated by reference to Exhibit 99.6 of Schedule 13D/A filed with the Securities and Exchange Commission on
January 2, 2019
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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, incorporated by reference to Exhibit 99.9 of Schedule 13D/A filed with the Securities and Exchange Commission on January 2,
2019
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Power of Attorney of M Dynasty Capital, LLC, incorporated by reference to Exhibit 99.10 of Schedule 13D/A filed with the Securities and Exchange Commission on August 29,
2019
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Trigger Price Letter Agreement between M Capital Group Investors II, LLC, Cactus Holding Company, LLC, and Citigroup Global Markets Inc., dated February 12, 2020
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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 previously filed
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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 previously filed
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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 previously filed
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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 previously filed
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M DYNASTY CAPITAL, LLC, by LynDee Nester, its co-Manager
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/s/ LynDee Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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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 previously filed
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Date: |
February 12, 2020
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To:
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M Capital Group Investors II, LLC |
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Cactus Holding Company, LLC |
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2200 South 75th Avenue |
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Phoenix, AZ 85043 |
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Attn:
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Jerry Moyes |
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From:
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Citigroup Global Markets Inc. |
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Fax No. |
212-615-8985 |
(a)
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Trigger Price Agreement, dated as of August 23, 2019, among Citigroup Global Markets Inc. (“CGMI”), M Capital Group Investors II, LLC (“M
Capital II”) and Cactus Holding Company, LLC (“Cactus I”) as amended by the Trigger Price Letter Agreement dated October 31, 2019 (such amendment, the “October 2019 Amendment”, and the amended agreement, the “Trigger
Price Agreement”);
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(b)
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Trigger Price Agreement Notice, dated as of September 10, 2019, delivered by CGMI and confirmed by M Capital II and Cactus I (the “Trigger Price
Agreement Notice”);
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(c)
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The Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated as of May 18, 2016, between M Capital II and CGMI (as
amended, modified or supplemented from time to time, the “M Capital II Master Confirmation”), the Fifth Amended and Restated Transaction 1 Supplemental Confirmation to the M Capital II Master Confirmation, dated August 23, 2019 (as
adjusted by the Trigger Price Agreement Notice, the “M Capital II Fifth A&R Transaction 1 Supplemental Confirmation”) and the Transaction 2 Supplemental Confirmation to the M Capital II Master Confirmation, dated August 23,
2019 (as adjusted by the Trigger Price Agreement Notice, the “M Capital II Transaction 2 Supplemental Confirmation” and, together with the M Capital II Master Confirmation and the M Capital II Fifth A&R Transaction 1
Supplemental Confirmation, the “M Capital II Confirmation”); and
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(d)
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The Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated as of October 30, 2015, between Cactus I and CGMI (as
amended, modified or supplemented from time to time, the “Cactus I Master Confirmation”), the Sixth Amended and Restated Supplemental Confirmation to the Cactus I Master Confirmation, dated August 23, 2019 (as adjusted by the
Trigger Price Agreement Notice, the “Cactus I Sixth A&R Supplemental Confirmation”), the Fifth Amended and Restated May 2016 Supplemental Confirmation to the Cactus I Master Confirmation, dated August 23, 2019 (as adjusted by
the Trigger Price Agreement Notice, the “Cactus I Fifth A&R May 2016 Supplemental Confirmation”) and the Amended and Restated February 2019 Supplemental Confirmation to the Cactus I Master Confirmation, dated August 23, 2019
(as adjusted by the Trigger Price Agreement Notice, the “Cactus I A&R February 2019 Supplemental Confirmation” and, together with the Cactus I Master Confirmation, the Cactus I Sixth A&R Supplemental Confirmation and the
Cactus I Fifth A&R May 2016 Supplemental Confirmation, the “Cactus I Confirmation”).
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Yours sincerely,
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CITIGROUP GLOBAL MARKETS INC.
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By: |
/s/ James Heathcote |
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Name: James Heathcote |
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Title: Authorized Signatory |
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Acknowledged and Agreed:
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M CAPITAL GROUP INVESTORS II, LLC
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By:
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JERRY AND VICKIE MOYES FAMILY TRUST, its Manager
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By:
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/s/ Jerry C. Moyes
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Name:
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Jerry C. Moyes
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Title:
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Co-Trustee of the Manager
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By:
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/s/ Vickie Moyes
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Name:
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Vickie Moyes
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Title:
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Co-Trustee of the Manager
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CACTUS HOLDING COMPANY, LLC
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By:
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JERRY AND VICKIE MOYES FAMILY TRUST, its Manager
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By:
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/s/ Jerry C. Moyes
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Name:
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Jerry C. Moyes
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Title:
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Co-Trustee of the Manager
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By:
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/s/ Vickie Moyes
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Name:
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Vickie Moyes
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Title:
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Co-Trustee of the Manager
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