0001140361-18-018242.txt : 20180411
0001140361-18-018242.hdr.sgml : 20180411
20180411180033
ACCESSION NUMBER: 0001140361-18-018242
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: Quast Kevin
CENTRAL INDEX KEY: 0001513280
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35007
FILM NUMBER: 18750874
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
0001513280
Quast Kevin
20002 NORTH 19TH AVENUE
PHOENIX
AZ
85027
0
1
0
0
EVP & COO of Knight Trans. Inc
Restricted Stock Performance Units
2017-09-08
4
A
0
6220
0
A
2017-09-08
Class A Common Stock
6220
6220
D
Restricted Stock Performance Units
2017-09-08
4
M
0
6220
0
D
Class A Common Stock
6220
0
D
Restricted Stock Performance Units
0
2017-09-08
4
A
0
4183
0
A
2019-01-31
Class A Common Stock
4183
4183
D
Restricted Stock Performance Units
0
2017-09-08
4
A
0
6190
0
A
2020-01-31
Class A Common Stock
6190
6190
D
Restricted Stock Units
0
2017-09-08
4
A
0
18800
0
A
Class A Common Stock
18800
18800
D
Restricted Stock Units
0
2017-09-08
4
A
0
2000
0
A
Class A Common Stock
2000
2000
D
Restricted Stock Units
0
2017-09-08
4
A
0
4498
0
A
Class A Common Stock
4498
4498
D
Employee Stock Option (Right to Buy)
14.79
2017-09-08
4
A
0
10000
0
A
2018-02-27
Class A Common Stock
10000
10000
D
Employee Stock Option (Right to Buy)
17.29
2017-09-08
4
A
0
7500
0
A
2018-05-21
Class A Common Stock
7500
7500
D
This row is being added to show derivative securities 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 the 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 the 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.
On March 14, 2014, the reporting person was granted restricted stock units with the amount of shares of common stock awarded to be based on achieving or failing to achieve performance targets measured over a three-year period that ended December 31, 2016. As part of the Merger Agreement, the restricted stock units vest on the effective date of the merger and the shares issued have a market value of $40.85 per share on the effective date of the merger. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The vesting of these restricted stock units is reported in Table I of the original Form 4.
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 remaining restricted stock units for this grant 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.
The remaining restricted stock units for this grant vest on January 31, 2018.
This restricted stock unit grant vests in five equal annual installments beginning on May 31, 2018.
This option vested in five equal annual installments beginning on February 28, 2011.
This option vested in five equal annual installments beginning on May 22, 2011.
/s/ Jessica Benford, Attorney-in-Fact
2018-04-11