<SEC-DOCUMENT>0001172661-11-000426.txt : 20110613
<SEC-HEADER>0001172661-11-000426.hdr.sgml : 20110613
<ACCEPTANCE-DATETIME>20110613160737
ACCESSION NUMBER: 0001172661-11-000426
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20110613
DATE AS OF CHANGE: 20110613
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-85833
FILM NUMBER: 11908298
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: VALINOR MANAGEMENT, LLC
CENTRAL INDEX KEY: 0001401388
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 90 PARK AVENUE
STREET 2: 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10016
BUSINESS PHONE: 212-918-5245
MAIL ADDRESS:
STREET 1: 90 PARK AVENUE
STREET 2: 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10016
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>swft060211a1.txt
<DESCRIPTION>SCHEDULE 13G HOLDINGS REPORT AMENDMENT
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Swift Transportation Company
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
87074U101
(CUSIP Number)
June 2, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] 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.
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).
<Page>
CUSIP No. 87074U101
1. Names of Reporting Persons.
Valinor Management, LLC
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 7,023,271
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 7,023,271
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,023,271
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
8.8%
12. Type of Reporting Person
OO
<Page>
CUSIP No. 87074U101
1. Names of Reporting Persons.
David Gallo
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 7,023,271
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 7,023,271
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,023,271
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
8.8%
12. Type of Reporting Person
IN
<Page>
CUSIP No. 87074U101
1. Names of Reporting Persons.
Valinor Capital Partners Offshore Master Fund, L.P.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Cayman Islands
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 4,544,151
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 4,544,151
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,544,151
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.7%
12. Type of Reporting Person
PN
<Page>
Item 1. (a) Name of Issuer: Swift Transportation Company
(b) Address of Issuer's Principal Executive Offices:
2200 South 75th Avenue
Phoenix, Arizona 85043
Item 2. (a) Name of Person Filing:
Valinor Management, LLC
David Gallo
Valinor Capital Partners Offshore Master Fund, L.P.
(b) Address of Principal Business Office, or, if None, Residence:
Valinor Management, LLC
David Gallo
90 Park Avenue, 40th Floor
New York, New York 10016
Valinor Capital Partners Offshore Master Fund, L.P.
c/o Morgan Stanley Fund Services (Cayman) Ltd.
Cricket Square
Hutchins Drive
2nd Floor, Boundary Hall
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
(c) Citizenship:
Valinor Management, LLC: Delaware
David Gallo: United States of America
Valinor Capital Partners Offshore Master Fund, L.P.: Cayman Islands
(d) Title of Class of Securities:
Class A Common Stock, $0.01 par value
(e) CUSIP No.: 87074U101
Item 3. If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(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.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 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;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
<Page>
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Valinor Management, LLC: 7,023,271
David Gallo: 7,023,271
Valinor Capital Partners Offshore Master Fund, L.P.: 4,544,151
(b) Percent of class:
Valinor Management, LLC: 8.8%
David Gallo: 8.8%
Valinor Capital Partners Offshore Master Fund, L.P.: 5.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Valinor Management, LLC: 0
David Gallo: 0
Valinor Capital Partners Offshore Master Fund, L.P.: 0
(ii) Shared power to vote or to direct the vote
Valinor Management, LLC: 7,023,271
David Gallo: 7,023,271
Valinor Capital Partners Offshore Master Fund, L.P.:
4,544,151
(iii) Sole power to dispose or to direct the disposition of
Valinor Management, LLC: 0
David Gallo: 0
Valinor Capital Partners Offshore Master Fund, L.P.: 0
(iv) Shared power to dispose or to direct the disposition of
Valinor Management, LLC: 7,023,271
David Gallo: 7,023,271
Valinor Capital Partners Offshore Master Fund, L.P.:
4,544,151
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
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
<Page>
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above 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.
<Page>
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.
Dated: June 13, 2011
Valinor Management, LLC*
By: /s/ David Angstreich
--------------------------
Name: David Angstreich
Title: Chief Financial Officer
/s/ David Gallo*
--------------------------
Name: David Gallo
Valinor Capital Partners Offshore
Master Fund, L.P.
By: /s/ David Gallo
--------------------------
Name: David Gallo
Title: Director
* The Reporting Persons disclaim beneficial ownership except to the extent of
their pecuniary interests therein.
<Page>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G/A dated June 2, 2011 relating to
the Class A Common Stock of Swift Transportation Company shall be filed on
behalf of the undersigned.
Valinor Management, LLC
By: /s/ David Angstreich
--------------------------
Name: David Angstreich
Title: Chief Financial Officer
/s/ David Gallo
--------------------------
Name: David Gallo
Valinor Capital Partners Offshore
Master Fund, L.P.
By: /s/ David Gallo
--------------------------
Name: David Gallo
Title: Director
<Page>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>